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2025 12.02 SVCFD 2
City of Apache Junction Arizona City Council Chambers t 300 E Superstition Blvd Apache Junction,AZ O = 85119 Special Meeting Agenda •1 t N* apachejunctionaz.gov Superstition Vistas Community Ph:(480)982-8002 Facilities District No. 2 Doors are open to the public at least 15 minutes prior to the posted meeting start time. Tuesday, December 2,2025 6:00 PM City Council Chambers A. Call to Order B. Roll Call C. Agenda Items 1. 25-587 Consideration of approval of minutes from the October 21, 2025 meeting. Attachments: SVCFD2MIN 2025 10 21 DRAFT 2. 25-588 Conduct a public hearing on the feasibility report for a proposed project to be financed by the issuance of general obligation bonds of Superstition Vistas Community Facilities District No. 2. Attachments: FEASI REPORT SVCFD 2 GO Srs 25 11-20-25(002) [FINAL E 3. 25-589 Presentation, discussion and consideration of Resolution No. SVCFD2 2025-008, approving the prior giving of notice of a public hearing with respect to a feasibility report relating to the acquisition and financing of certain improvements benefiting the Superstition Vistas Community Facilities District No. 2; approving the feasibility report, authorizing the issuance of the District's General Obligation Bonds, Series 2025; approving the form and authorizing the execution and delivery of various documents related thereto; ratifying and approving a preliminary official statement and approving a final official statement relating to the bonds; levying an ad valorem tax on taxable property in the District; awarding the bonds to the purchaser thereof; appointing a bond registrar, transfer agent and paying agent for the bonds; and authorizing taking other actions securing the payment of and relating to the bonds. Attachments: Resolution No. SVCFD2 2025-008 AGR SVCFD NO.2 2025 GO Bonds- Registrar Contract(7147� SVCFD No. 2 GO 2025-Continuing Disclosure Undertaking(71 AMERICAS 1105904835 v2-SVCFD 2 GO 2025-Bond PurcN AMERICAS 1105802796 v1 -SVCFD 2 GO 2025-Preliminary C City of Apache Junction,Arizona Page 1 Printed on 11/26/2025 Superstition Vistas Community Special Meeting Agenda December 2,2025 Facilities District No.2 D. District Manager Report E. District Director Report - Presentation and discussion of the following items: F. District Treasurer Report - Presentation and discussion G. Adjournment Copies of this agenda and additional information on any of the items listed above may be obtained from the office of the city clerk/district clerk, 300 E Superstition Blvd,Apache Junction,AZ 85119, Monday through Thursday, 7:00a to 6:00p, excluding holidays. The City of Apache Junction invites and welcomes people of all abilities to use our programs, sites and facilities. Specific requests may be made by contacting the Human Resources Office at(480) 474-2617 or TDD(480) 983-0095. Members of this board will attend either in person or by telephone, video or internet conferencing. City of Apache Junction,Arizona Page 2 Printed on 11/26/2025 City of Apache Junction, Arizona 300 E Superstition O (�, Boulevard ri. o� Agenda Item Cover Sheet Apache Junction,Az 1u N;Z1 85119 ` + Agenda Item No. 1. 'Qrrotk File ID: 25-587 Sponsor: Agenda Date: 12/2/2025 Index: In Control: Superstition Vistas Community Facilit Consideration of approval of minutes from the October 21, 2025 meeting. City of Apache Junction,Arizona Page 1 Printed on 11/26/2025 City of Apache Junction Arizona City Council Chambers , 300 E Superstition Blvd Z Apache Junction,AZ Special Meeting Minutes 85119 !I�* apachejunctionaz.gov Superstition Vistas Community Ph:(480)982-8002 Facilities District No. 2 Doors are open to the public at least 15 minutes prior to the posted meeting start time. Tuesday,October 21, 2025 6:00 PM City Council Chambers A. Call to Order Chair Wilson called the meeting to order at 6:29 p.m. B. Roll Call Present 7- Chairperson Wilson, Boardmember Schroeder, Boardmember Heck, Boardmember Johnson, Boardmember Nesser, Boardmember Soller, and Boardmember Cross Staff in attendance: Bryant Powell, District Manager Matt Busby,Assistant District Manager Evie McKinney, District Clerk Joel Stern, District Attorney Mike Loggins, District Director Connie Chow, District Controller Angelie Hawley, District Treasurer C. Agenda Items 1. 25-530 Consideration of approval of minutes of the special meeting of June 17, 2025. Chair Wilson called for a motion.Vice Chair Schroeder moved,seconded by Boardmember Nesser that the minutes of the June 17, 2025,meeting be approved. Yes: 7- Chairperson Wilson, Boardmember Schroeder, Boardmember Heck, Boardmember Johnson, Boardmember Nesser, Boardmember Soller and Boardmember Cross No: 0 2. 25-537 Presentation, discussion and consideration of Resolution No. SVCFD2 2025-007, a resolution of the district board of Superstition Vistas Community Facilities District No. 2, approving the Second Amendment to the Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement related to the substitution of the guarantor and indemnitor, and approving and authorizing all actions in connection with such substitution. Chair Wilson called for a motion. Boardmember Heck moved,seconded by Boardmember Soller that Resolution No.SVCFD2 2025-007 be approved. City of Apache Junction,Arizona Pagel Superstition Vistas Community Special Meeting Minutes October 21,2025 Facilities District No. 2 Yes: 7- Chairperson Wilson, Boardmember Schroeder, Boardmember Heck, Boardmember Johnson, Boardmember Nesser, Boardmember Soller and Boardmember Cross No: 0 Zach Sakas, Esq. of Greenberg Traurig, outside counsel for the Superstition Vistas Community Facilities District No. 2 presented to the Board that the developer, Brookfield has changed their corporate structure and would like substitute the financial guarantor and indemnitor entity with two new entities, Brookfield Communities US Holdings LLC and North America Sekisui House, LLC. This requires a second amendment to the development agreement. Boardmember Cross inquired if the new entity was an overseas parent company. A representative from Brookfield stated they are a Japanese company that operates out of the United States. Boardmember Heck asked if the homeowners are made aware of this change. Mr. Sakas responded to Boardmember Heck. District Attorney Joel Stern asked the Brookfield representative to state his name and to explain how they came to the decision to make this change. Development Director Paul Lillis explained the process by which the entities were chosen. District Manager Bryant Powell commented on the similar risk as it was with the previous agreement. Mr. Stern asked if the new entities had sufficient funds to cover any kind of indemnification issue. Mr. Sakas responded there are hundreds of millions of dollars available. Mr. Lillis gave more information on the new entities. Boardmember Cross inquired if there was a financial concern at any point with the change. Mr. Sakas responded there was not. Mr. Powell informed the Board that this will also be on the agenda for the City Council meeting later this evening. Boardmember Nesser asked who was responsible if there is a funding issue in the future with this change. Mr. Sakas responded to Boardmember Nesser. Mr. Powell confirmed that the risk was the same as before for the community. Mr. Stern asked how often the financials are checked. City of Apache Junction,Arizona Page 2 Superstition Vistas Community Special Meeting Minutes October 21,2025 Facilities District No. 2 Mr. Sakas stated the financials are checked regularly. D. District Manager Report E. District Director Report - Presentation and discussion of the following items: F. District Treasurer Report - Presentation and discussion G. Adjournment Chair Wilson adjourned the meeting at 6:46 p.m. ACCEPTED THIS DAY OF 12025, BY THE CHAIR PERSON AND DISTRICT BOARD OF THE SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 (CITY OF APACHE JUNCTION, ARIZONA). SIGNED AND ATTESTED TO THIS DAY OF 12025. WALTER "CHIP"WILSON CHAIR PERSON ATTEST: EVIE MCKINNEY DISTRICT CLERK City of Apache Junction,Arizona Page 3 City of Apache Junction, Arizona 300 E Superstition O (�, Boulevard ri. o� Agenda Item Cover Sheet Apache Junction,Az 1u N;Z1 85119 ` + Agenda Item No.2. 'Qrrotk File ID: 25-588 Sponsor: Agenda Date: 12/2/2025 Index: In Control: Superstition Vistas Community Facilit Conduct a public hearing on the feasibility report for a proposed project to be financed by the issuance of general obligation bonds of Superstition Vistas Community Facilities District No. 2. City of Apache Junction,Arizona Page 1 Printed on 11/26/2025 FEASIBILITY REPORT For The Issuance of Not to Exceed $2,500,000 Principal Amount OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 GENERAL OBLIGATION BONDS, SERIES 2025 Public Hearing Date: December 2, 2025 TABLE OF CONTENTS SECTION Introduction; Purpose of Feasibility Report; General Description of District I Description of Public Infrastructure II Maps of the District Showing Location of Public Infrastructure and Area to be Benefited III Estimate of Costs and Timetable for Acquisition of Public Infrastructure IV Plan of Finance V APPENDIX Legal Description for Superstition Vistas Community Facilities District No. 2 A SECTION I INTRODUCTION; PURPOSE OF FEASIBILITY REPORT; GENERAL DESCRIPTION OF DISTRICT INTRODUCTION This Feasibility Report(this"Report")has been prepared for presentation to the Board of Directors of the Superstition Vistas Community Facilities District No. 2 (the"District")in connection with the proposed issuance by the District of its General Obligation Bonds, Series 2025 (the "Bonds") in a principal amount of not to exceed$2,500,000,pursuant to the Community Facilities District Act of 1988, Title 48, Chapter 4, Article 6, of Arizona Revised Statutes("A.R.S."), specifically in accordance with the provisions of A.R.S. Section 48-715 with respect to the feasibility and benefits of certain public infrastructure (as that term is defined in A.R.S. Section 48-701) described in Section Two (the "Public Infrastructure") and the plan for financing the Public Infrastructure with a portion of the proceeds of the sale of the Bonds. The District is authorized to issue $400,000,000 in principal amount of general obligation bonds pursuant to an election held on February 2,2022. PURPOSE OF FEASIBILITY REPORT This Report has been prepared for consideration of the feasibility and benefits of the Public Infrastructure to be financed by the Bonds and ofthe plan for financing the Public Infrastructure in accordance with the provisions of A.R.S.Section 48- 715.Pursuant to A.R.S. Section 48-715, this Report includes (i) a description of the Public Infrastructure to be financed — Section 11; (ii) maps showing, in general, the location of the Public Infrastructure and the area to be benefited by the Public Infrastructure—Section III; (iii) an estimate of the cost to acquire, operate and maintain the Public Infrastructure and timetable for the acquisition of the Public Infrastructure—Section IV; and(iv) a plan for financing the Public Infrastructure —Section V. This Report has been prepared for the consideration of the Board of Directors of the District only. It is not intended or anticipated that this Report will be relied upon by other persons,including,but not limited to, purchasers of the Bonds. This Report does not attempt to address the quality of the Bonds as investments or the likelihood of repayment of the Bonds. In preparing this Report, financial advisors, appraisers, counsel, engineers, District staff, City (as defined herein) staff and other experts have been consulted as deemed appropriate. GENERAL DESCRIPTION OF THE DISTRICT Pursuant to the Community Facilities District Act of 1988, Title 48, Chapter 4, Article 6, A.R.S., as amended,upon the petition of D.R. Horton,Inc., a corporation organized and existing pursuant to the laws of Delaware("D.R.Horton"),as the then-owner of all land within the boundaries of the District,the Mayor and Council of the City of Apache Junction,Arizona(the"City")adopted a resolution on October 5,2021,which formed the District. Pursuant to the Purchase Agreement and Partial Assignment and Delegation of Rights Under Participation Contract, dated March 14, 2022 (the `Brookfield Purchase Agreement"), by and between D.R. Horton and Brookfield Homes Holdings, LLC, a California limited liability company (`Brookfield Homes"), D.R. Horton agreed to sell and Brookfield Homes agreed to purchase the real property within the boundaries of the District. Brookfield Homes subsequently assigned all of its interest in the real property within the boundaries of the District to Brookfield ASLD 8500 LLC,a Delaware limited liability company(the"Developer"). The real property within the District consists of approximately 1,312 acres of a larger 2,783 acre project within the City where D.R. Horton was the successful bidder at the public auction conducted by Arizona State Land Department("ASLD") in November 2020 and pursuant to the terms of the Certificate of Purchase 53-120190 executed November 12,2020,as thereafter amended(the"Certificate of Purchase"). Pursuant to the Brookfield Purchase Agreement, the Developer is now developing the mixed use, master planned community known as Blossom Rock consisting of approximately 1,312 acres of a larger 1,408 acre project(the"Project"). The Project is generally located east of Ironwood Drive,west of Idaho Road, south I- 1 of Elliot Avenue and north of Ray Avenue. Construction on the Project commenced in November 2021, and the first home closings occurred in May 2024. As of November 16, 2025, approximately 350 single family residential units have been sold within the District. Single family residential units represent approximately 1,170 acres within the Project.Non-residential development comprises approximately 142 acres within the Project and includes churches,government,fire stations, schools, civic and commercial uses and common area, and neighborhood open space. The following table characterizes the approximate acreage within the District. Approximate Total District District Acres Single Family Residential 1,170 Non-Residential(a) 142 Total 1,312 (a) Includes churches, fire stations, schools, civic and commercial uses and common area, and neighborhood open space. The District was created to assist with financing the acquisition of a portion of the public infrastructure and public infrastructure purposes,including the Public Infrastructure,principally benefitting the real property within the boundaries of the District. See Section II for a description of the Public Infrastructure to be financed with a portion of the proceeds of the Bonds. Maps of the District including the location,in general, of the Public Infrastructure, are included in Section 111. A legal description of the District is included as Appendix A. The proposed acquisition of the Public Infrastructure as defined in this Report is consistent with the approved General Plan for the District. I-2 SECTION II DESCRIPTION OF PUBLIC INFRASTRUCTURE DESCRIPTION OF PUBLIC INFRASTRUCTURE The Public Infrastructure subject to this Report has been publicly bid pursuant to State statutes and District guidelines and will be financed by the Bonds and/or subsequent bond issues and other sources, if necessary. It is expected that the Public Infrastructure listed below will be acquired from the Developer with estimated cost and construction timing as noted. Total Certified To be paid Eligible for Acquisition Project Estimated Engineer's by the Paid by Prior Funding from Completion Description Cost Cost Bonds* Bonds Future Bonds* Date Meridian Sewer $2,342,817 $2,342,817 $2,280,000 $0 $62,817 July 2023 Main Improvements— SVWW-002 Total $2,342,817 $2,342,817 $2,280,000 $0 $62,817 +Completion represents the date by which the Public Infrastructure was constructed,which may differ by the date that it was accepted by the City or other governmental entities,as applicable. The Public Infrastructure consists of construction of 28 Linear Feet of 42- inch Fiberglass Reinforced Polymer Mortar Sanitary Sewer Pipe, 4,195 Linear Feet of 36-inch ASTM-F679 PVC Sanitary Sewer Pipe, 11 Linear Feet of 27-inch ASTM-17679 PVC Sanitary Sewer Pipe, 98 Linear Feet of 24-inch SOR- 35 PVC Sanitary Sewer Pipe, and Nine (9) 5-foot diameter Polymer Manholes. All improvements are shown on the plans sealed by Wood, Patel and Associates, on March 14, 2022 and approved by the City, which may be amended from time to time. Proceeds of the Bonds are reasonably expected to be used to finance the acquisition of all or a portion of the Public Infrastructure upon acceptance by the District and the City, or other governmental entities, as applicable, of such Public Infrastructure pursuant to the terms of the Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, recorded on October 11, 2022, at Fee No.2022-106816 in the records of Pinal County,Arizona(the"County"), as thereafter amended by the First Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, recorded on December 31, 2024, at Fee No. 2024-100195 in the records of the County, and by the Second Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, recorded November 19, 2025, at Fee No. 2025- 093640 in the records of the County(collectively,the"District Development Agreement"),and the terms and provisions of all applicable laws, ordinances, codes and rules. All interests in such Public Infrastructure financed by the District will be dedicated or otherwise transferred to the City or other governmental entities, as applicable,after acceptance. Additional portions of public infrastructure,as contemplated by the District's formational documents, may be constructed and will be subject to administrative approval by the District before such additional public infrastructure is eligible for funding from future bonds, if any. * Preliminary, subject to change. II- 1 SECTION III MAPS OF THE DISTRICT SHOWING LOCATION OF PUBLIC INFRASTRUCTURE AND AREA TO BE BENEFITED The District ELLIOT AVENUE CFo N o. 2 1 ,312 ACRES WARNER AVENUE W � I 01 O � z O O C� O Z Q Q RAY AVENUE The Public Infrastructure in the context of the District is illustrated on the following page. III - I ELLIOT AVE SV CFD No. 1 SV CFD No. 2 1,375 Acres M' 1,312 Acres WARNER AVE i ■ O - j a RAY AV E Z a O o O W � � Z Williams Field Road 0 Lift Station LEGEND N 0 Meridian Road 36" Gravity Sewer Main SVCFD NO. 2 F-1 SVCFD No. 1 Bo GO BONDS 2025 Boundary Limits SV CFD No. 2 0 1,000 2,000 3,000 Boundary Limits Feet 111 - 2 SECTION IV ESTIMATE OF COSTS AND TIMETABLE FOR ACQUISITION OF PUBLIC INFRASTRUCTURE ESTIMATE OF COSTS AND TIMETABLE FOR ACQUISITION OF PUBLIC INFRASTRUCTURE The table in Section II outlines the cost estimate and completion dates for the construction of the Public Infrastructure. Proceeds of the Bonds, after payment of the costs of issuance,will be used to finance the acquisition of all or a portion of the Public Infrastructure projects listed in Section II. Listed below is an estimated draw schedule of the proceeds of the Bonds for acquisition of the Public Infrastructure. Estimated Acquisition Estimated Funds Public Infrastructure Price Completion Date(a) Draw Date Meridian Sewer Main $2,342,817 July 2023 December 2025/ Improvements January 2026 (SVWW-002) Total $2,342,817 (a) Represents the date by which the Public Infrastructure was constructed,which may differ from the date that it was accepted by the City, or other governmental entities, as applicable. IV- 1 SECTION V PLAN OF FINANCE PLAN OF FINANCE Below is a financing plan that describes the process for financing a portion of the Public Infrastructure benefiting the property within the District. This Plan of Finance is subject to modificationto accommodate market conditions at the time of the actual sale of the Bonds and to the extent necessary to comply with federal and State law. (i) Formation and Authorization. In response to a petition from the D.R.Horton,as the then owner of land within the boundaries of the District,the City Council formed the District on October 5,2021. On February 2,2022,D.R. Horton, acting in accordance with its rights under the Certificate of Purchase,was the sole voter and authorized at an election (the "Election") general obligation bonded indebtedness of the District in an amount not to exceed $400,000,000, and the District will have an estimated $397,470,000* of such authorized amount remaining after issuance of the Bonds. Such amount is subject to reduction based on the use of net premium on the general obligation bonds of the District. This is the second issuance of general obligation bonds by the District, and the District currently has no general obligation bonds outstanding as of the date of this Report. In addition to the above-described voter authorization, the Bonds will be issued in accordance with the provisions of the District Development Agreement. (ii) Proposed Bond Sale. The estimated debt service schedule for the Bonds is attached in this section as Table One. It is anticipated that the Bonds will be sold and delivered in December 2025 or January 2026. The amount shown on the cover of this Report is a not-to-exceed amount; the actual aggregate principal amount of the Bonds issued may be lower. It is currently estimated that the Bonds will have a final maturity of July 15,2050. The Bonds are not expected to be rated by any rating agency, but the Bonds may be rated at the discretion of the District, including a rating related to a municipal bond insurance policy. (iii) Estimated Sources and Uses of Funds. The proceeds of the Bonds will be applied by the District to finance the acquisition of all or a portion of the Public Infrastructure listed in Section 11 of this Report. The estimated sources and uses of funds related to the sale of the Bonds is: SOURCES*: Principal Amount of Bonds $2,500,000.00 Total $2,500,000.00 USES*: Cost of Public Infrastructure $2,280,000.00 Estimated Costs of Issuance 220,000.00 Total $2,500,000.00 ESTIMATED COSTS OF ISSUANCE* Bond Counsel $75,000.00 Municipal Advisor 50,000.00 Underwriter's Discount 45,625.00 Underwriter's Counsel 25,000.00 Printing, Paying Agent,Misc. 24,375.00 Total $220,000.00 * Preliminary, subject to change. V- 1 (iv) District Tax Rate and Operation and Maintenance of Public Infrastructure. All Public Infrastructure that may be acquired by the District with any proceeds of the Bonds will be dedicated to and accepted by the City, or other governmental entities, as applicable. The obligations pertaining to the operation and maintenance of the Public Infrastructure have been negotiated between the City (or other governmental entities as applicable), the District and the Developer and are set forth in the various development agreements among the parties. The administrative costs of the District and those costs associated with the operation and maintenance of the Public Infrastructure which are not the obligation of the City will be provided by several sources of funds: the levy of a $0.30 per $100 of net assessed limited property valuation ad valorem tax in the District (the "O&M Tax"), Homeowner's Association ("HOA") fees and Developer contributions,if any. The HOA is responsible for the operation and maintenance costs of landscaping for the roadways, trails and open space within the District. All homeowners are required to participate in the HOA. Monthly fees for the HOA are currently approximately$90 per single family residence. In addition to the O&M Tax,the District levies a combined ad valorem tax rate for each year the Bonds are outstanding in the amount of$4.15 per$100 of net assessed limited property valuation on all taxable property within the boundaries of the District. This tax rate includes $3.85 levy for debt service and a$0.30 levy for the O&M Tax. This amount is a"target"tax rate. Any general obligation bonds are, by law, to be paid from a property tax which is unlimited as to rate or amount. At the $4.15 tax rate level, assuming the approximate average parcel full cash valuation of $510,000 and net assessed limited property valuation of$28,050,the District portion of a tax bill for a homeowner will be approximately $97 per month or $1,164 annually. A.R.S. 32-2181 et seq. requires the disclosure of all property taxes to be paid by a homeowner in the Subdivision Public Report (the "Public Report"). Prior to each initial home sale by a homebuilder, each homeowner must be supplied a Public Report,and the homebuyer must acknowledge by signature that they have read and accepted the Public Report. In addition, each homebuyer will receive a form detailing the existence of the District, the tax rate and its financial impact. Receipt of this form will be acknowledged in writing by the homebuyer, and a signed copy will be kept on file with the District Clerk. (v) Other District Information. Shown in the table on the following page is the District's overlapping general obligation bonded indebtedness including a breakdown of each overlapping jurisdiction's applicable general obligation bonded indebtedness, net assessed limited property value and combined tax rate per $100 of net assessed limited property value. V-2 SUMMARY OF FULL CASH AND NET LIMITED PROPERTY VALUES The net limited assessed property values and estimated net full cash value for the District is listed in the table below. Net Limited Estimated Fiscal Assessed Net Full Cash Year Property Value Value(a) 2025/26 $2,513,858 $35,004,925 (a) Estimated Net Full Cash Value is the total estimated market value of the property within the District as determined by the Arizona Department of Revenue, Division of Property and Special Taxes, less the estimated exempt property within the District. OVERLAPPING GENERAL OBLIGATION BONDED INDEBTEDNESS & OVERLAPPING NET ASSESSED LIMITED PROPERTY VALUES Total Tax 2025/26 General Proportion Applicable Rates Per$100 Net Assessed Obligation to the District(a) Net Assessed Limited Bonded Approximate Net Debt Limited Property Overlapping Jurisdiction Property Value Debt(b) Percent Amount Property Value(c) State of Arizona $ 92,371,826,506 None 0.000/0 None None Pinal County 4,073,510,894 None 0.06% None $3.6659(d) Pinal County Conmiunity College District 4,073,510,894 $ 47,810,000 0.06% $ 29,505 1.7611 Central Arizona Water Conservation District 4,073,510,894 None 0.06% None 0.1400(d) East Valley Institute of Technology 1,024,276,220 None 0.25% None 0.0500 Apache Junction Unified School District No.43 631,945,919 3,500,000 0.40% 13,923 3.5123 Superstition Fire&Medical District 609,939,494 1,338,000 0.41% 5,515 3.8000 City of Apache Junction 238,509,446 None 1.05% None None Superstition Vistas Community Facilities District No.2(e) 2,513,858 2,500,000* 100.00% 2,500,000* 4.1500 $ 1548,942 (a) For Tax Year 2025,portions of the land within the boundaries of the District were still owned by ASLD and therefore not subject to property taxes and assessed values were not assigned to such portions of the District. If the assessed value within the District increases at a faster rate than the overlapping jurisdictions,the amount of overlapping debt allocated for payment within the District will increase. (b) Includes total stated principal amount of general obligation bonds outstanding. Does not include outstanding principal amounts of certificates of participation or revenue obligations outstanding for the jurisdictions listed above. Also does not include outstanding principal amounts of bonds of various assessment districts or areas as the obligations of these districts or areas are presently being paid from special assessments against property within the various districts or areas.Does not include authorized but unissued general obligation bonds of such jurisdictions which may be issued in the future. * Preliminary, subject to change. V- 3 The following jurisdictions which overlap the District have the indicated authorized but unissued general obligation bonded debt available for future issuance: General Obligation Bonds Overlapping Jurisdiction Authorized but Unissued The District(f) $397,470,000* Also does not include the obligation of the Central Arizona Water Conservation District ("CAWCD")to the United States Department of the Interior the("Department of the Interior"),for repayment of certain capital costs for construction of the Central Arizona Project("CAP"), a major reclamation project that has been substantially completed by U.S. Department of the Interior. In April of 2003, the United States and CAWCD agreed to settle litigation over the amount of the construction cost repayment obligation,the amount of the respective obligations for payment of the operation, maintenance and replacement costs and the application of certain revenues and credits against such obligations and costs. Under the agreement,CAWCD's obligation for substantially all of the CAP features that have been constructed so far will be set at $1.646 billion, which amount assumes (but does not mandate) that the United States will acquire a total of 667,724 acre-feet of CAP water for federal purposes. The United States will complete unfinished CAP construction work related to the water supply system and regulatory storage stages of CAP at no additional cost to CAWCD. Of the $1.646 billion repayment obligation, 73% will be interest bearing and the remaining 27%will be non-interest bearing. These percentages have been fixed for the entire 50- year repayment period, which commenced October 1, 1993. CAWCD is a multi-county water conservation district having boundaries coterminous with the exterior boundaries of Arizona's Maricopa, Pima and Pinal Counties. The obligation is evidenced by a master contract between CAWCD and the Department of the Interior. CAWCD was formed for the express purpose of paying administrative costs and expenses of the CAP and to assist in the repayment to the United States' portion of the CAP capital costs. Repayment will be made from a combination of power revenues, subcontract revenues (i.e., agreements with municipal, industrial and agricultural water users for delivery of CAP water) and a tax levy against all taxable property within CAWCD's boundaries. At the date of this Report,the tax levy is limited to 14 cents per$100 of Net Assessed Limited Property Value,of which 14 cents is currently being levied. (See Arizona Revised Statutes, Sections 48-3715 and 48-3715.02) There can be no assurance that such levy limit will not be increased or removed at any time during the life of the contract. (c) The combined tax rate includes the tax rate for debt service payments and the tax rate for all other purposes such as maintenance and operation and capital outlay. (d) The County's tax rate includes the$0.1620 tax rate of the Pinal County Flood Control District,the $0.0890 tax rate of the Pinal County Free Library, the $0.0519 tax rate for the contribution to the Pinal County Fire District Assistance and the $3.3630 tax rate of the County. The State does not currently levy ad valorem taxes. The net assessed limited property value of the County Flood Control District does not include the personal property assessed valuation within the County. The net assessed limited property value for the CAWCD reflects the assessed valuation located within the County only. The County is mandated to levy a tax annually in support of fire districts in the County. All levies for library districts, hospital districts, fire districts, technology districts, water conservation districts and flood control districts are levied on the net full cash assessed value. * Preliminary, subject to change. V-4 (e) Includes the Bonds. Does not include previously issued special assessment bonds or general obligation bonds expected to be issued by the District in the future. The District levied the O&M Tax and property taxes to pay general obligation bond debt service in fiscal year 2025/26 and presently collects property tax revenues from the portion of the land within the District boundaries patented by the Developer and no longer owned by ASLD. (f) Reflects reduction in authorization approved at Election caused by issuance of the Bonds. Source: Pinal County Assessor Department, the various entities, the Pinal County Finance Department and Property Tax Rates and Assessed Values, Arizona Tax Research Association. TABLE ONE ESTIMATED DEBT SERVICE SCHEDULE* Period Annual Debt Ending Principal Coupon Interest Debt Service Service 7/15/2026 $86,666.67 $86,666.67 $86,666.67 1/15/2027 75,000.00 75,000.00 7/15/2027 $25,000 6.000% 75,000.00 100,000.00 175,000.00 1/15/2028 74,250.00 74,250.00 7/15/2028 35,000 6.000% 74,250.00 109,250.00 183,500.00 1/15/2029 73,200.00 73,200.00 7/15/2029 50,000 6.000% 73,200.00 123,200.00 196,400.00 1/15/2030 71,700.00 71,700.00 7/15/2030 60,000 6.000% 71,700.00 131,700.00 203,400.00 1/15/2031 69,900.00 69,900.00 7/15/2031 65,000 6.000% 69,900.00 134,900.00 204,800.00 1/15/2032 67,950.00 67,950.00 7/15/2032 70,000 6.000% 67,950.00 137,950.00 205,900.00 1/15/2033 65,850.00 65,850.00 7/15/2033 70,000 6.000% 65,850.00 135,850.00 201,700.00 1/15/2034 63,750.00 63,750.00 7/15/2034 75,000 6.000% 63,750.00 138,750.00 202,500.00 1/15/2035 61,500.00 61,500.00 7/15/2035 80,000 6.000% 61,500.00 141,500.00 203,000.00 1/15/2036 59,100.00 59,100.00 7/15/2036 85,000 6.000% 59,100.00 144,100.00 203,200.00 1/15/2037 56,550.00 56,550.00 7/15/2037 90,000 6.000% 56,550.00 146,550.00 203,100.00 1/15/2038 53,850.00 53,850.00 7/15/2038 95,000 6.000% 53,850.00 148,850.00 202,700.00 1/15/2039 51,000.00 51,000.00 7/15/2039 100,000 6.000% 51,000.00 151,000.00 202,000.00 1/15/2040 48,000.00 48,000.00 7/15/2040 105,000 6.000% 48,000.00 153,000.00 201,000.00 1/15/2041 44,850.00 44,850.00 7/15/2041 115,000 6.000% 44,850.00 159,850.00 204,700.00 1/15/2042 41,400.00 41,400.00 7/15/2042 120,000 6.000% 41,400.00 161,400.00 202,800.00 1/15/2043 37,800.00 37,800.00 7/15/2043 130,000 6.000% 37,800.00 167,800.00 205,600.00 1/15/2044 33,900.00 33,900.00 7/15/2044 135,000 6.000% 33,900.00 168,900.00 202,800.00 1/15/2045 29,850.00 29,850.00 7/15/2045 145,000 6.000% 29,850.00 174,850.00 204,700.00 1/15/2046 25,500.00 25,500.00 7/15/2046 150,000 6.000% 25,500.00 175,500.00 201,000.00 1/15/2047 21,000.00 21,000.00 7/15/2047 160,000 6.000% 21,000.00 181,000.00 202,000.00 1/15/2048 16,200.00 16,200.00 7/15/2048 170,000 6.000% 16,200.00 186,200.00 202,400.00 1/15/2049 11,100.00 11,100.00 7/15/2049 180,000 6.000% 11,100.00 191,100.00 202,200.00 1/15/2050 5,700.00 5,700.00 7/15/2050 190,000 6.000% 5,700.00 195,700.00 201,400.00 $2,500,000 52,404,466.67 $4,904,466.67 $4,904,466.67 The first interest payment will be paid on July 15,2026*. * Preliminary, subject to change. V- 5 Reviewed and accepted by: DEVELOPER: BROOKFIELD ASLD 8500 LLC, a Delaware limited71iabi. company By: Name: Eric J. Tune Title: Authorized Signatory [SUPERSTITION VISTAS CFD NO. 2 SIGNATURE PAGE TO FEASIBILITY REPORT] APPENDIX A LEGAL DESCRIPTION FOR SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 LEGAL DESCRIPTION CFO DESCRIPTION THAT PORTION OF SECTION 17, SECTION 20, THE SOUTH HALF OF SECTION 18 AND THE NORTH HALF OF SECTION 19, TOWNSHIP 1 SOUTH, RANGE 8 EAST OF THE GILA AND SALT RIVER MERIDIAN, PINAL COUNTY, ARIZONA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A PINAL COUNTY PUBLIC WORKS DEPARTMENT BRASS CAP IN HAND HOLE MARKING THE WEST QUARTER CORNER OF SAID SECTION 20, FROM WHICH A PINAL COUNTY PUBLIC WORKS DEPARTMENT BRASS CAP IN HAND HOLE MARKING THE NORTHWEST CORNER THEREOF BEARS NORTH 017'35' WEST, A DISTANCE OF 2641.12 FEET; THENCE NORTH 0'17'35' WEST, ALONG THE WEST UNE OF THE NORTHWEST QUARTER OF SAID SECTION 20, A DISTANCE OF 2641.12 FEET TO SAID NORTHWEST CORNER; THENCE SOUTH 89'46'31' WEST, ALONG THE SOUTH LINE OF SECTION 18, A DISTANCE OF 500.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS OF 2500.00 FEET, A CENTRAL ANGLE OF 22'55'06", AND A CHORD THAT BEARS SOUTH 78'18'58" WEST, 993.35 FEET; THENCE ALONG SAID CURVE, A DISTANCE OF 1000.00 FEET; A THENCE SOUTH 66'51'25' WEST, A DISTANCE OF 540.51 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT HAVING A RADIUS OF 3000.00 FEET, A CENTRAL ANGLE OF 30'39'58", AND A CHORD THAT BEARS SOUTH 8211'24" WEST, 1586.58 FEET; .r 4 THENCE ALONG SAID CURVE, A DISTANCE OF 1605.68 FEET; 4 THENCE NORTH 82'28'36' WEST, A DISTANCE OF 583.29 FEET; THENCE NORTH 53'29'13" EAST, A DISTANCE OF 910.07 FEET TO A POINT ON THE SOUTH LINE OF SAID SECTION 18; A THENCE NORTH 53'29'26' EAST, A DISTANCE OF 4200.33 FEET TO A POINT ON THE WEST LINE OF THE SOUTHWEST QUARTER OF SECTION 17; c THENCE NORTH 0'17'10' WEST, ALONG SAID WEST LINE, A DISTANCE OF 155.64 FEET TO THE WEST QUARTER CORNER OF SAID SECTION 17; THENCE NORTH 0'13'51' WEST, ALONG THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 17, A DISTANCE OF 2639.88 FEET TO NORTHWEST CORNER THEREOF; d THENCE NORTH 89'45'04' EAST, ALONG THE NORTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION 17, A DISTANCE OF 2642.33 FEET TO THE NORTH QUARTER CORNER THEREOF; e THENCE SOUTH 0'16'32" EAST, A DISTANCE OF 854.89 FEET, ouv�ps b THENCE NORTH 53'27'53' EAST, A DISTANCE OF 1443.33 FEET R TO A POINT ON THE NORTH LINE OF THE NORTHEAST QUARTER 35862 OF SAID SECTION 17; R DORS E. ORS THENCE NORTH 89'47'06' EAST, ALONG SAID NORTH LINE, A DISTANCE OF 1480.06 FEET TO THE NORTHEAST CORNER RR�pNA US*' s OF SAID SECTION 17; f' es 3 THENCE SOUTH 017'17" EAST, ALONG THE EAST LINE OF SAID �-� SUNRISE NORTHEAST QUARTER, A DISTANCE OF 2641.26 FEET TO THE � EAST QUARTER CORNER OF SAID SECTION 17; ENGINEERING 204S SOUTH YIIIEVARO,SUITE 101 MESA,AR ZONA 8s230 SHEET 1 OF 5 TEL 400.7681600 x'W j urfM11Ig.0001 APPENDIX A - 1 CFD DESCRIPTION THENCE SOUTH 017'38' EAST, ALONG THE EAST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 17, A DISTANCE OF 2641.38 FEET TO THE SOUTHEAST CORNER THEREOF; THENCE SOUTH 0'16'25' EAST, ALONG THE EAST LINE OF THE NORTHEAST QUARTER OF SECTION 20, A DISTANCE OF 2640.89 FEET TO THE EAST QUARTER CORNER THEREOF; THENCE SOUTH 015'30' EAST, ALONG THE EAST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 20, A DISTANCE OF 2641.53 FEET TO THE SOUTHEAST CORNER OF SAID SECTION 20; THENCE SOUTH 89'46'59' WEST, ALONG THE SOUTH LINE OF SAID SOUTHEAST QUARTER, A DISTANCE OF 2643.37 FEET TO THE SOUTH QUARTER CORNER OF SAID SECTION 20; THENCE SOUTH 8948'18' WEST, ALONG THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 20, A DISTANCE OF 2643.78 FEET TO THE SOUTHWEST CORNER THEREOF; THENCE NORTH 0'17'01' WEST, ALONG THE WEST LINE OF SAID SOUTHWEST QUARTER, A DISTANCE OF s 2640.28 FEET TO THE POINT OF BEGINNING. y EXCEPT PARCEL "A" OF THE FINAL PLAT FOR PHASE 5 COMMERCIAL, RECORDED ON FEE NUMBER 2024-061060, PINAL COUNTY RECORDS; EXCEPT PARCEL "A" OF THE FINAL PLAT FOR PHASE 3 COMMERCIAL, RECORDED ON FEE NUMBER 2024-061061, PINAL COUNTY RECORDS; s o AND EXCEPT PARCEL "11, 12, 13 & 14" OF THE FINAL PLAT FOR BLOSSOM ROCK PHASE 1, RECORDED s ON FEE NUMBER 2022-084918, PINAL COUNTY RECORDS. h CONTAINS 57137910 SQUARE FEET OR 1311.7059 ACRES OF LAND, MORE OR LESS. SEE ATTACHED EXHIBIT "A" BY REFERENCE MADE A PART HERETO. 0140 �y` SIFIC lA 38862 RONNIE E. a �A2S/2024, XDfro,3-3� a b I a i SUNRISE C� ENGINEERING 204S SOUTH V[IIEYARO,SUITE 101 TEL480.ise 8600 SHEET 2 OF 5 ulvuJ—vt%ggaow APPENDIX A-2 EXHIBIT "A" NORTHEAST CORNER SEC 17 T1S, RBE G&SRM 38862 FOUND 3" BRASS CAP FLUSH BONNIE OORS E. STAMPED "LS 35306" NORTHWEST CORNER SEC 17 T1S, R8E G&SRM NORTHEAST CORNER �e2oNA.us� FOUND PINAL COUNTY SEC 17 T1S, R8E G&SRM 40,res 3-31 HIGHWAY DEPARTMENT FOUND GLO 1914 BRASS CAP BRASS CAP -- _ LB Lll ELLIOT AVENUE a, EAST 1/4 CORNER (ALIGNMENT) Jvl�llz SEC 17 T1S, R8E G&SRM J WEST QUARTER CORNER J FOUND 2' GLO 1914 SEC 17 T1S, R8E G&SRM , BRASS CAP FLUSH 5 r FOUND BRASS CAP IN HAND HOLE SEC 18 T1S R8E SEC 17 T1S R8E SOUTHEAST CORNER L6 SOUTHWEST CORNER SEC 17 SEC 17 SOUTHEAST CORNER SEC 18 NORTHEAST CORNER NORTHWEST CORNER SEC 20 "2 SEC 20 4 T1 S, RBE G&SRM J T1 S, RSE G&SRM FOUND PINAL COUNTY PWD FOUND GLO 1914 t BRASS CAP IN HAND HOLE BRASS CAP FLUSH L4 WARNER ROAD Z W L3 �� . W (ALIGNMENT) 2 C2 m �„ Z EAST 1/4 CORNER 6 0 r"j^ (D J SEC 20 r T1S, RBE G&SRM m z `" FOUND GLO 1914 BRASS CAP FLUSH SEC 19 T1S R8E O SEC 20 T1S R8E POB— Z O WEST QUARTER CORNER 00 0 SOUTHEAST CORNER SEC 20 T1S. R8E G&SRM � O O J SEC 20 a FOUND PINAL COUNTY PWD X T1 S, R8E G&SRM Q F s BRASS CAP IN NAND HOLE OUND GLO 1914- BRASS CAP FLUSH 9 _ RAY AVENUE L17 L16 e. SOUTHWEST CORNER SOUTH 1/4 CORNER SEC 20 T1S, R8E G&SRM SEC 20 FOUND PINAL COUNTY HIGHWAY T1S, RBE G&SRM n DEPARTMENT BRASS CAP IN HAND HOLE FOUND 2 1/2 GLO BRASS CAP f i >>JSUNRISE � ENGINEERING NOT TO SCALE 2045 SOUTH ViflEYARD'Sidra 101 MESA,ARIZONA SS210 TEL400.76e.e600 SHEET 3 OF 5 wwrsnMrogq.wo APPENDIX A- 3 EXHIBIT "A" I _ LB L11 ELLIOT AVENUE (ALIGNMENT) �10 F ^ N g J J i 8 SEC 18 T1S RBEj SEC 17 T1S R8E L6 C r ,ell L4 C1 Ll t WARNER ROAD W s �2 (ALIGNMENT) L3 C2 m Z 0 n m p N O W n z v SEC 19 T1S R8E &Z X SEC 20 T1S R8E Q v O [ m TO S J 2 J O 17 RAY AVENUE L17 L16 b EXCEPTION 1� PARCEL W. PHASE 5 COMMERCIAL Lu+o FEE 2024-061060, PCRr�aTc EXCEPTION6' ~ ' O2 PARCEL "A", PHASE 3 COMMERCIAL RONNIE DORS E. NOT TO SCALE FEE 2024-061061, PCR SUNRISE EXCEPTION 4gi10W, u. 0 PARCEL 11, 12, 13 & 14 BLOSSOM ROCK PHASE 1 F ;,g,, ,3 ' ENGINEERING FEE 2022-084918, PCR 204S SOUTH VINEYARD,SutTE 101 MESA,ARIZONA 8s210 SHEET 4 OF 5 TEL 4M.768.86M APPENDIX A - 4 EXHIBIT "A" CURVE TABLE CURVE DELTA RADIUS LENGTH CHORD BEARING CHORD DIST Cl 22'55'06" 2500.00 1000.00' S7818'58'W 993.35' C2 30'39'58" 3000.00 1605.68' S8211'24"W 1586.58' LINE TABLE LINE # DIRECTION LENGTH LEGEND g L1 S89'46'31'W 500.00' SUBJECT BOUNDARY PLSS SECTION LINE L2 S66'51'25'W 540.51' PLSS SUB SECTION LINE L3 N8228'36'W 583.29' a 4 L4 N53'29'13"E 910.07' 5 L5 N5329'26"E 4200.33' ABBREVIATIONS h L6 NU-17'1O"W 155.154' APN ASSESSOR PARCEL NUMBER g E EAST 6 L7 N013'51'W 2639.88' GLO GENERAL LAND OFFICE G&SRM GILA & SALT RIVER MERIDIAN L8 N89'45'04"E 2642.33' LS LAND SURVEYOR N NORTH L9 SO'16'32"E B54.89' PCR PINAL COUNTY RECORDS PLSS PUBLIC LAND SURVEY SYSTEM a L10 N5327'53"E 1443.33' POB POINT OF BEGINNING R L11 N89'47'06"E 1480.06' POC POINT OF COMMENCEMENT PWD PUBLIC WORKS DEPARTMENT ? L12 SO'17'17'E 2641.26' R RANGE � S SOUTH .9� D LAND L13 SO'17'38'E 2641.38' W TOWNSHIP fQ 1FIC47f is ST L14 SO'16'25'E 2640.89' 38882 RONNIE E. L15 SO5'30"E 2641.53' ooRs '1 ' L16 S89'46'59"W 2643.37' AtfzoNA,I). gyp'r 1 L17 S89'48'18'W 2643.78' es 3 L18 N017-01"W 2640.28' SUNRISE ENGINEERING 2045 SOUTH VIf1EVARD,SUITE 101 TL:eei68 a�oou10 SHEET 5 OF 5 wwwiwwk"q.c el APPENDIX A- 5 City of Apache Junction, Arizona 300 E Superstition O (�, Boulevard ri. o� Agenda Item Cover Sheet Apache Junction,Az 1u N;Z1 85119 ` + Agenda Item No. 3. 'Qrrotk File ID: 25-589 Sponsor: Agenda Date: 12/2/2025 Index: In Control: Superstition Vistas Community Facilit Presentation, discussion and consideration of Resolution No. SVCFD2 2025-008, approving the prior giving of notice of a public hearing with respect to a feasibility report relating to the acquisition and financing of certain improvements benefiting the Superstition Vistas Community Facilities District No. 2; approving the feasibility report, authorizing the issuance of the District's General Obligation Bonds, Series 2025; approving the form and authorizing the execution and delivery of various documents related thereto; ratifying and approving a preliminary official statement and approving a final official statement relating to the bonds; levying an ad valorem tax on taxable property in the District; awarding the bonds to the purchaser thereof; appointing a bond registrar, transfer agent and paying agent for the bonds; and authorizing taking other actions securing the payment of and relating to the bonds. City of Apache Junction,Arizona Page 1 Printed on 11/26/2025 RESOLUTION NO. SVCFD2 2025-008 A RESOLUTION OF THE BOARD OF DIRECTORS OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2, APPROVING THE PRIOR GIVING OF NOTICE OF A PUBLIC HEARING WITH RESPECT TO A FEASIBILITY REPORT RELATING TO THE ACQUISITION AND FINANCING OF CERTAIN IMPROVEMENTS BENEFITTING THE DISTRICT; APPROVING THE FEASIBILITY REPORT; AUTHORIZING THE ISSUANCE OF ITS GENERAL OBLIGATION BONDS, SERIES 2025; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND REGISTRAR, TRANSFER AGENT AND PAYING AGENT CONTRACT, A PURCHASE CONTRACT RELATING TO THE BONDS, A CONTINUING DISCLOSURE UNDERTAKING, AND CERTAIN OTHER DOCUMENTS SECURING THE PAYMENT OF OR RELATING TO THE BONDS; RATIFYING AND APPROVING A PRELIMINARY OFFICIAL STATEMENT RELATING TO THE BONDS; APPROVING A FINAL OFFICIAL STATEMENT RELATING TO THE BONDS; LEVYING AN AD VALOREM TAX ON TAXABLE PROPERTY IN THE DISTRICT; AWARDING THE BONDS TO THE PURCHASER THEREOF; APPOINTING A BOND REGISTRAR, TRANSFER AGENT AND PAYING AGENT FOR THE BONDS; AND AUTHORIZING THE TAKING OF OTHER ACTIONS SECURING THE PAYMENT OF AND RELATING TO THE BONDS . BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 AS FOLLOWS : SECTION I FINDINGS A. Pursuant to Title 48, Chapter 4, Article 6, Arizona Revised Statutes, as amended (the "Enabling Act") , and a resolution adopted by the District Board, an election was ordered and called to submit to the qualified electors of the District or to those persons who were otherwise qualified to vote on February 2, 2022 (the "Election") the question of authorizing the District Board to issue general obligation bonds of the District to provide moneys for certain public infrastructure purposes consistent with the General Plan of the District. B. The District Board canvassed the Election and resolved that such general obligation bonds were authorized to be issued. C. Pursuant to the Enabling Act, the District Board has caused the preparation of a feasibility report dated December 2, 2025 (the "Feasibility Report") , of the feasibility and benefits RESOLUTION NO. SVCFD2 2025-008 PAGE 1 OF 26 of one or more projects relating to certain public infrastructure and public infrastructure purposes (each as defined in the Enabling Act) provided for in the General Plan of the District and to be financed with proceeds of the sale of a portion of the District' s general obligation bonds as described in Exhibit A attached hereto (collectively, the "Project") , such Feasibility Report having been prepared by or on behalf of the District and including a description of certain public infrastructure and public infrastructure purposes to be acquired and other information useful to understand the Project, a map showing, in general, the location of the Project, the costs of constructing the Project, an estimate of the cost to acquire, operate and maintain the Project, a map or description of the area to be benefited by the Project, and a plan and expected method for financing the Project, including the nature and timing of the issuance of bonds, if any. A public hearing on the Feasibility Report was held on the date of adoption of this resolution, but prior thereto (hereinafter referred to as the "Report Hearing") , after publication of notice not less than ten (10) days in advance of the date of the Report Hearing as provided by law (hereinafter referred to as the "Notice") . In accordance with A.R. S . § 48-715, the Clerk of the District (the "District Clerk") provided the Feasibility Report and the Notice to the governing body of the City of Apache Junction, Arizona (the "Ci ty") . D. Pursuant to A.R. S . § 48-715, as amended, this District Board hereby identifies the public infrastructure and public infrastructure purposes of the Project, the areas benefited, the expected method of financing, including the nature and timing of the issuance of the Bonds, and the system of providing revenues to operate and maintain the Project, all as identified and provided for in the Feasibility Report, for any and all purposes of the Enabling Act. Any portion of the costs of the Project not financed by the proceeds of the Bonds shall remain eligible to be financed through the sale of future bonds of the District should this District Board choose in its sole and absolute discretion to issue any future bonds . As applicable, this resolution constitutes a resolution of intent as described in A.R. S . § 48-701 . 14 . E . The District Board has determined, exercising its sole and absolute discretion, to authorize the issuance of the District' s General Obligation Bonds, Series 2025 (the "Bonds") , to RESOLUTION NO. SVCFD2 2025-008 PAGE 2 OF 26 provide funds for all or a portion of the public infrastructure and public infrastructure purposes to the extent authorized in the Election and as provided for in the Enabling Act, the Feasibility Report, and the District Development, Financing Participation, Waiver and Intergovernmental Agreement for Superstition Vistas Community Facilities District No. 2, by and among the City, the District, Brookfield Homes Holdings LLC ("Brookfield Homes") , and Brookfield ASLD 8500 LLC (the "Developer") , dated as of October 10, 2022 (the "Original Development Agreement") , as amended by the First Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement by and among the City, the District, Brookfield Homes and the Developer, dated as of January 25, 2024 (the "First Amendment") , and as further amended by the Second Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement by and among the City, the District, Brookfield Communities US Holdings LLC ("Brookfield Communities") , North America Sekisui House, LLC ("NASH") , and the Developer, dated as of November 19, 2025 (the "Second Amendment" and, the Original Development Agreement, as amended by the First Amendment and the Second Amendment, is hereinafter referred to as the "Development Agreement") . In accordance with the Second Amendment, Brookfield Communities and NASH, jointly and severally, assumed the obligations of Brookfield Homes under the Development Agreement. F. Upon issuance of the Bonds, the District Board shall (1) enter in its minutes a record of the Bonds sold and their numbers and dates and (2) levy and cause an ad valorem tax to be collected, at the same time and in the same manner as other taxes are levied and collected on all taxable property in the boundaries of the District sufficient, together with moneys from the sources described herein, to pay Debt Service (as such term is defined in the Enabling Act) when due . G. Pursuant to the Enabling Act, the District has also determined to enter into a Bond Registrar, Transfer Agent and Paying Agent Contract, dated as of December 1, 2025 (the "Registrar/Paying Agent Contract") , or such other date as set forth in the hereinafter defined Purchase Contract for the sale of the Bonds, between the District and U. S . Bank Trust Company, National Association, as bond registrar, transfer agent and paying agent (the "Registrar" and the "Paying Agent" as the case may be) , to RESOLUTION NO. SVCFD2 2025-008 PAGE 3 OF 26 secure and process the issuance, registration, transfer and payment of the Bonds . The District Board has determined by this resolution to authorize the issuance of the Bonds and, in order to provide terms for, to secure, and to provide for authentication and delivery of the Bonds by the Registrar, to authorize the execution and delivery of the Registrar/Paying Agent Contract. H. There have been placed on file with the District Clerk and presented in connection herewith (1) the proposed form of the Registrar/Paying Agent Contract, (2) the proposed form of the Purchase Contract relating to the Bonds (the "Purchase Contract") , by and between the District and Hilltop Securities Inc. (the "Underwriter") , (3) the proposed form of the Preliminary Official Statement relating to the Bonds (the "Preliminary Official Statement") , and which, with such completions and changes as may be necessary will constitute the form of the Final Official Statement for the Bonds (the "Final Official Statement") , and (4) the proposed form of the Continuing Disclosure Undertaking relating to the Bonds, to be dated the date of delivery thereof (the "Undertaking") . The documents described in clauses (1) through (4) , inclusive, of this paragraph are referred to, collectively, as the "Bond Documents. " I . The District Board hereby finds and determines that (1) the amount of indebtedness evidenced by the Bonds does not exceed the estimated cost of the public infrastructure improvements plus all costs connected with the public infrastructure purposes and issuance and sale of the Bonds to be financed therewith as indicated in the Feasibility Report and (2) the total aggregate outstanding amount of the general obligation bonds of the District, including the Bonds, does not exceed sixty percent (600) of the aggregate of the estimated market value of the real property and improvements in the District after the public infrastructure of the District is completed plus the value of the public infrastructure owned or to be acquired by the District with the proceeds of the Bonds, all as provided in the Enabling Act. SECTION II APPROVAL OF NOTICE AND FEASIBILITY REPORT A. The form of the Notice attached hereto and marked as the Exhibit B is hereby ratified in all respects as well as the prior RESOLUTION NO. SVCFD2 2025-008 PAGE 4 OF 26 publication of the Notice and mailing of the Notice and Feasibility Report to the governing body of the City. B. The preparation of the Feasibility Report is hereby ratified and confirmed. (Upon completion of a draft of the Feasibility Report, the Feasibility Report, marked in a conspicuous fashion "DRAFT, " was submitted to the District and the Company for their review and comment prior to the Report Hearing. ) C. After review of the Feasibility Report and based on the Report Hearing, the Feasibility Report is hereby approved in the form submitted to the District Board, as required by A.R. S . § 48-715, and subject to the provisions set forth in the Feasibility Report and the Development Agreement, all reasonable actions shall be taken as may be necessary to cause the results contemplated by and set forth in the Feasibility Report, including particularly the acquisition of the Project for the benefit of the areas described in the Feasibility Report and the consummation of the expected method of financing, and an appropriate system of providing revenues in the Feasibility Report. The Project will result in a beneficial use to land within the geographical limits of the District. Such use is principally to such land and, in any case, at a minimum, is proportional . (Based on review of the Feasibility Report and the Report Hearing, the District hereby conclusively establishes that the Project will result in such use. ) SECTION III APPROVAL OF ISSUANCE AND SALE OF BONDS A. The District Board hereby declares its intent to proceed with the financing of the Project in substantially the manner presented in the Feasibility Report. The Bonds are hereby authorized to be issued as a series of general obligation bonds of the District to be designated "Superstition Vistas Community Facilities District No. 2 General Obligation Bonds, Series 2025" in an aggregate principal amount of not to exceed $2, 500, 000 . The series designation of the Bonds may change if the Bonds are sold in a later calendar year, and such series designation shall be reflected in the Purchase Contract. The Bonds shall be in fully- registered form only, shall be dated as of their date of initial issuance and shall bear interest at rates and mature on the dates and in the amounts as set forth in the Purchase Contract. The Bonds shall initially be held under the Book-Entry-Only System, as RESOLUTION NO. SVCFD2 2025-008 PAGE 5 OF 26 described herein, and in authorized denominations of $5, 000 of principal each and integral multiples of $5, 000 in excess thereof, or such other authorized denominations as provided in the Purchase Contract. If the Book-Entry-Only System is discontinued, the Bonds will continue to be in authorized denominations . The first interest payment date will be as set forth in the Purchase Contract, and interest will be payable semiannually thereafter on each succeeding January 15 and July 15 (each such date shall be referred to as an "Interest Payment Date") during the term of the Bonds . The interest rate on the Bonds shall not exceed eight percent (8 . 00o) , and the final maturity of the Bonds shall be no later than July 15, 2050 (or such later date as set forth in the Purchase Contract that is not greater than twenty-five (25) years from the issuance date of the Bonds) . (b) The principal of and premium, if any, on the Bonds shall be payable upon surrender thereof at the principal corporate trust office of the Paying Agent. Interest due on the Bonds on each Interest Payment Date shall be payable by check mailed, when due, to the persons (the "Owners") in whose names the Bonds are registered by the Registrar at the close of business on the last day of the month (other than a Saturday, a Sunday, or a legal holiday or equivalent (other than a moratorium) for banking institutions generally in the place of payment or in the city where the principal corporate trust office of the Paying Agent is located (a "Business Day") ) next preceding the applicable Interest Payment Date, or, if such day is not a Business Day, the previous Business Day (the "Record Date") . (c) In the event that interest is not paid on an Interest Payment Date, the Registrar shall establish a special record date for the payment of such interest, if and when funds for the payment of such interest have been received. Notice of the special record date and of the scheduled payment date of the past due interest will be sent at least ten (10) days prior to the special record date, to the address of each Owner appearing on the Register (as defined herein) . (d) The Bonds shall have such additional terms and provisions as are set forth in the Purchase Contract and in the form of Bond attached hereto as Exhibit C, which is attached hereto and made a part of this resolution. RESOLUTION NO. SVCFD2 2025-008 PAGE 6 OF 26 (e) Neither the full faith and credit nor the general taxing power of the City, the State of Arizona (the "State") or any political subdivision thereof (other than the District) is pledged to the payment of the Bonds . The Bonds will be obligations of the District only. None of the City, the State, or any political subdivision thereof (other than the District) will have any obligation with respect to Debt Service (as defined in the Enabling Act) for the Bonds . SECTION IV PRIOR REDEMPTION A. Optional Redemption. The Bonds shall be subject to call for redemption prior to their stated maturity dates, at the option of the District, on such dates and at such redemption prices as are set forth in the Purchase Contract. B. Mandatory Redemption. The Bonds may be subject to mandatory redemption prior to their stated maturity dates, by lottery, at redemption prices, on such dates and in such amounts as are set forth in the Purchase Contract. Whenever Bonds which are subject to mandatory redemption are redeemed (other than pursuant to mandatory redemption) or are delivered to the Registrar for cancellation, the principal amount of the Bonds so retired shall satisfy and be credited against the mandatory redemption requirements for such Bonds for such years as the District may direct. C. Notice . (1) So long as the Bonds are held under the book-entry-only system (the "Book-Entry-Only System") , notices of redemption will be sent to The Depository Trust Company ("DTC") , in the manner required by DTC. If the Book-Entry-Only System is discontinued, notice of redemption of any Bond will be mailed to the Owners of the Bonds being redeemed at the address shown on the Register maintained by the Registrar not more than sixty (60) nor less than thirty (30) days prior to the date set for redemption. Notice of redemption may be sent to any other securities depository by mail, facsimile transmission, wire transmission or any other means of transmission of the notice generally accepted by the respective securities depository. Neither the failure of DTC nor any Owner to receive a notice of redemption nor any defect therein RESOLUTION NO. SVCFD2 2025-008 PAGE 7 OF 26 will affect the validity of the proceedings for redemption of Bonds to which proper notice was given. (2) Notice of any redemption of the Bonds will also be provided as required in the Undertaking, but no defect in such notice nor any failure to give all or a portion of such notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above . (3) If moneys for the payment of the redemption price and accrued interest are not held in separate accounts by the District or a Paying Agent prior to sending the notice of redemption, such redemption shall be conditional on such moneys being so held on the date set for redemption and if not so held by such date, the redemption shall be cancelled and be of no force and effect. D. Effect of Call for Redemption. On the date designated for redemption by notice given as provided herein, the Bonds so called for redemption shall become and be due and payable at the redemption price of such Bonds on such date, and, if moneys for payment of the redemption price are held in separate accounts by the Paying Agent, interest on such Bonds or portions of such Bonds so called for redemption shall cease to accrue, such Bonds shall cease to be entitled to any benefit or security hereunder and the Owners of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof and such Bonds shall be deemed paid and no longer outstanding. E . Redemption of Less Than All of a Bond. The District may redeem an amount which is included in a Bond in a denomination in excess of, but divisible by, $5, 000 . In that event, the registered Owner shall submit the Bond for partial redemption and the Paying Agent shall make such partial payment and the Registrar shall cause to be issued a new Bond in a principal amount which reflects the redemption so made to be authenticated and delivered to the registered Owner thereof. SECTION V FORM OF BONDS The Bonds shall be in substantially the form of Exhibit C, attached hereto and incorporated by reference herein, with such necessary RESOLUTION NO. SVCFD2 2025-008 PAGE 8 OF 26 and appropriate omissions, insertions and variations as are permitted or required hereby or by the Purchase Contract and are approved by those officers executing the Bonds and execution thereof by such officers shall constitute conclusive evidence of such approval . The Bonds may have notations, legends or endorsements required by law, securities exchange rule or usage . Each Bond shall be dated the date of its authentication and registration. SECTION VI EXECUTION OF BONDS AND OTHER DOCUMENTS A. Execution of Bonds . The Bonds shall be executed for and on behalf of the District by its Chairman and attested by the District Clerk by their manual or facsimile signatures . If the signatures are affixed or imprinted by facsimile, the Chairman and District Clerk shall execute a certificate adopting as their signatures the facsimile signatures appearing on the Bonds . If an officer whose signature is on a Bond no longer holds that office at the time the Bond is authenticated and registered, the Bond shall nevertheless be valid. A Bond shall not be valid or binding until authenticated by the manual signature of an authorized officer of the Registrar. The signature shall be conclusive evidence that the Bond has been authenticated and issued under this resolution. B. Other Documents . The District Board hereby approves the form and orders and directs the execution of the Bond Documents, each in substantially the form presented to the District Board. The Chairman, any member of the District Board, the District Manager or the District Treasurer are each hereby authorized and directed to determine and approve the actual dated date, maturity dates and amounts, interest rates, redemption provisions, and the purchase price to be paid by the Underwriter, and to execute and deliver the Bond Documents in substantially the form presented to the District Board with such necessary and appropriate omissions, insertions and variations as are permitted or required hereby and are approved by those officers executing such agreements on behalf of the District. Execution of the Bond Documents by such officers shall be conclusive evidence of such approval . The District Clerk is authorized and directed to attest such signatures . Where RESOLUTION NO. SVCFD2 2025-008 PAGE 9 OF 26 applicable, any of the foregoing officers may affix their signatures by manual, mechanical or photographic means . SECTION VII MUTILATED, LOST OR DESTROYED BONDS In case any Bond becomes mutilated or destroyed or lost, the Registrar shall cause to be executed and delivered a new Bond of like date and tenor in exchange and substitution for and upon the cancellation of such mutilated Bond or in lieu of and in substitution for such Bond destroyed or lost, upon the Owner' s paying the reasonable expenses and charges of the District and the Registrar in connection therewith and, in the case of the Bond destroyed or lost, filing with the Registrar and the District by the Owner evidence satisfactory to the Registrar and the District that such Bond was destroyed or lost, and furnishing the Registrar and the District with a sufficient indemnity bond pursuant to A.R. S . § 47-8405, as amended. SECTION VIII ACCEPTANCE OF PROPOSAL The Bonds are hereby ordered to be sold to the Underwriter in accordance with the terms of the Purchase Contract. The actual terms of the Bonds and the Purchase Contract shall be reviewed and approved by the Chairman, any member of the District Board, the District Manager or the District Treasurer (which approval shall be deemed conclusive by the execution and delivery of the Purchase Contract by the Chairman, any member of the District Board, the District Manager or the District Treasurer) . The District Treasurer is hereby authorized and directed to cause the Bonds to be delivered to or upon the order of the Underwriter upon receipt of payment therefor and satisfaction of the other conditions for delivery thereof in accordance with the terms of the sale (and to direct how such proceeds shall be deposited among the funds described in Section IX) . SECTION IX FUNDS AND ACCOUNTS A. The District Treasurer shall create the following funds and accounts which shall be held separate and apart and used only as provided herein: RESOLUTION NO. SVCFD2 2025-008 PAGE 10 OF 26 (i) Bond Fund, which shall include : (a) Principal Account; (b) Interest Account; and (c) Redemption Account. (ii) Acquisition Fund. (iii) Issuance and Expenses Fund. B. The money deposited to the various funds and accounts created hereby, together with all investments thereof and investment income therefrom, shall be held in trust by the District and applied solely as herein provided. SECTION X DEPOSITS TO AND APPLICATION OF BOND FUND A. The District shall deposit or shall cause, at the applicable times set forth below, to be immediately deposited from the tax levy described in Section XX hereof to the Bond Fund to the credit of the applicable accounts : (i) to the Principal and Interest Accounts, as applicable, on each January 14 and July 14 or, if either such date is not a Business Day, then the first Business Day immediately preceding such date, all amounts collected by or remitted to the District from the collections of taxes levied pursuant to this resolution; (ii) to the Principal and Interest Accounts, amounts transferred from the Acquisition Fund and the Issuance and Expenses Fund to the extent hereinafter provided; (iii) to the Redemption Account, amounts transferred from the Principal and Interest Accounts or other funds deposited pursuant to any optional or mandatory redemption of the Bonds; and (iv) such other funds as the District shall, from time to time, at its option deem advisable . B. The Principal, Interest and Redemption Accounts of the Bond Fund shall be applied solely to pay principal of (including RESOLUTION NO. SVCFD2 2025-008 PAGE 11 OF 26 any mandatory redemption amount then due) , interest on and the redemption price with respect to the Bonds, respectively. SECTION XI ACQUISITION FUND The District shall deposit to the Acquisition Fund Bond proceeds in the amount provided in the Certificate Relating to Federal Tax Matters of the District to be executed and delivered as of the date of initial delivery of the Bonds (the "Tax Certificate") . Amounts on deposit in the Acquisition Fund shall be applied by the District in the amounts and to the persons approved by the District to pay all items of expense directly or indirectly relating to the cost of the Project and as described in the Feasibility Report upon acceptance of the Project by the District or the City pursuant to Article IV of the Development Agreement. Notwithstanding anything contained in this Section XI, any amounts remaining in the Acquisition Fund after three (3) years from the issuance date of the Bonds shall be transferred to the Principal and Interest Accounts of the Bond Fund and applied to pay the next scheduled Debt Service payment on the Bonds . SECTION XII ISSUANCE AND EXPENSES FUND The money deposited to the Issuance and Expenses Fund, together with all investments thereof and investment income therefrom, shall be held in trust by the District. The District shall deposit to the Issuance and Expenses Fund Bond proceeds in the amounts provided in the District' s Tax Certificate to be executed and delivered as of the date of initial delivery of the Bonds . Upon a request for disbursement, amounts on deposit in the Issuance and Expenses Fund shall be applied to pay all costs of the issuance and sale of the Bonds identified in a request signed by any of the Chairman of the District Board, the District Manager or the District Treasurer. After six (6) months from the issuance date of the Bonds, the District shall transfer any moneys in the Issuance and Expenses Fund to the Principal and Interest Accounts of the Bond Fund and apply such transferred moneys to pay the next scheduled Debt Service payment on the Bonds . SECTION XIII INVESTMENT OF AND SECURITY FOR FUNDS RESOLUTION NO. SVCFD2 2025-008 PAGE 12 OF 26 Money held for the credit of any fund or account herein created shall be invested pursuant to A.R. S . § 35-323 . SECTION XIV REGISTRAR AND PAYING AGENT Pursuant to the Registrar/Paying Agent Contract, the Registrar will maintain an office or agency where Bonds may be presented for registration of transfer and the Paying Agent will maintain an office or agency where Bonds may be presented for payment. The District may appoint one or more co-registrars or one or more additional paying agents . The Registrar and the Paying Agent may make reasonable rules and set reasonable requirements for their respective functions with respect to the Owners of the Bonds . Initially, U. S . Bank Trust Company, National Association, Los Angeles, California, will act as the Registrar and the Paying Agent with respect to the Bonds . The District may change the Registrar or the Paying Agent without notice to or consent of the Owners of the Bonds and the District may act in any such capacity. Each Paying Agent will be required to agree in writing that the amounts which are segregated by the District or deposited with the Paying Agent to pay the principal of or interest on any Bonds becoming due on any due date shall be held in trust for the benefit of the Owners of such Bonds . Amounts so segregated or deposited and held in trust shall constitute a separate trust fund for the benefit of the Owners of such Bonds entitled to such principal or interest, as the case may be . Amounts held by the District or the Paying Agent for the payment of the principal of (and premium, if any) or interest on the Bonds need not be segregated from other funds, except to the extent required by law. The District may at any time direct any Paying Agent to pay to the District all money held by such Paying Agent, such amounts to be held by the District upon the same trusts as those upon which such money was held by such Paying Agent, and, upon such payment by any Paying Agent to the District, such Paying Agent shall be released from all further liability with respect to such money. The Registrar may appoint an authenticating agent acceptable to the District to authenticate Bonds . An authenticating agent may authenticate Bonds whenever the Registrar may do so. Each reference RESOLUTION NO. SVCFD2 2025-008 PAGE 13 OF 26 herein to authentication by the Registrar includes authentication by an authenticating agent acting on behalf and in the name of the Registrar and subject to the Registrar' s direction. The Registrar shall keep a register of the Bonds (the "Register") , the registered Owners of the Bonds and transfer of the Bonds . When Bonds are presented to the Registrar or a co-registrar with a request to register transfer, the Registrar will register the transfer on the Register if its requirements for transfer are met and will authenticate and deliver one or more Bonds registered in the name of the transferee of the same principal amount, maturity and rate of interest as the surrendered Bonds . Bonds presented to the Registrar for transfer after the close of business on the Record Date and before the close of business on the next subsequent Interest Payment Date will be registered in the name of the transferee but the interest payment will be made to the registered Owners of the Bonds shown on the Register as of the close of business on the Record Date . The Registrar may but need not register the transfer of a Bond which has been selected for redemption and need not register the transfer of any Bond for a period of fifteen (15) days before a selection of Bonds to be redeemed; if the transfer of any Bond which has been called or selected for call for redemption in whole or in part is registered, any notice of redemption which has been given to the transferor will be binding upon the transferee and a copy of the notice of redemption will be delivered to the transferee along with the Bond or Bonds . If the District determines to have restrictions on purchase or transfer of the Bonds, such restrictions may be eliminated after the Bonds receive certain ratings from rating agencies . Such restrictions and the elimination of such restrictions, if any, shall be in the final form of the Registrar/Paying Agent Contract and the Bonds . The Registrar shall authenticate Bonds for original issue up to $2, 500, 000 in aggregate principal amount upon the written request of the District Treasurer. The aggregate principal amount of Bonds outstanding at any time may not exceed that amount except for replacement Bonds as to which the requirements of the Registrar and the District are met. RESOLUTION NO. SVCFD2 2025-008 PAGE 14 OF 26 So long as the Bonds are administered under the Book-Entry-Only System, interest payments and principal payments that are part of periodic principal and interest payments shall be paid to Cede & Co. or its registered assigns in "same-day funds" no later than the time of payment established by DTC on each interest or principal payment date (or in accordance with then existing arrangements between the District and DTC) . The District previously entered into an agreement (the "Letter of Representations") with DTC in connection with the issuance of its bonds and, while the Letter of Representations is in effect, the procedures established therein shall apply to the Bonds . If the Book-Entry-Only System is discontinued, the Register will show the registered Owners . While the Bonds are subject to the Book-Entry-Only System, the Bonds shall be registered in the name of Cede & Co. , or its registered assigns . The Bonds will be administered by the Registrar in a manner which assures against double issuance and provides a system of transfer of ownership on the Register in the manner set forth in the Bonds . If the Book-Entry-Only System is discontinued, interest on the Bonds will be payable on each Interest Payment Date by check mailed to the Owner thereof at the Owner' s address all as shown on the Register as of the close of business of the Registrar on the Record Date . If the Book-Entry-Only System is discontinued, principal of the Bonds will be payable, when due, only upon presentation and surrender of the Bond at the designated corporate trust office of the Paying Agent. If the Book-Entry-Only System is discontinued, upon written request of a registered Owner of at least $1, 000, 000 in principal amount of Bonds not less than twenty (20) days prior to an Interest Payment Date, all payments of interest and, if adequate provision for surrender is made, principal shall be paid by wire transfer in immediately available funds to an account within the United States of America designated by such Owner. Notwithstanding any other provision of this resolution, payment of principal of and interest on any Bond that is held by a securities depository or Bonds subject to a Book-Entry-Only System may be paid by the Paying Agent by wire transfer in "same-day funds" . RESOLUTION NO. SVCFD2 2025-008 PAGE 15 OF 26 SECTION XV PAYMENT OF INDEBTEDNESS; SATISFACTION AND DISCHARGE OF RESOLUTION WHENEVER: A. all Bonds theretofore authenticated and delivered have been canceled by the Registrar or delivered to the Registrar for cancellation, excluding, however: (i) Bonds for the payment of which money has theretofore been deposited in trust with the Paying Agent as provided in Section XIV, (ii) Bonds alleged to have been destroyed, lost, or stolen which have been replaced or paid as provided in Section VII, except for any such Bond which, prior to the satisfaction and discharge of this resolution, has been presented to the Registrar with a claim of ownership and enforceability by the Owner thereof and where enforceability has not been determined adversely against such Owner by a court of competent jurisdiction, (iii) Bonds, other than those referred to in the foregoing clauses, for the payment or redemption (under arrangements satisfactory to the Registrar for the giving of notice of redemption by the Registrar in the name and at the expense of the District) of which the District has deposited or caused to be deposited with the Paying Agent in trust for such purpose an amount (to be immediately available for payment, except in the case of Bonds excepted from the foregoing clause (ii) prior to the time the ownership and enforceability of such Bonds has been established) sufficient to pay and discharge the entire indebtedness on the Bonds for principal (and premium, if any) and interest to the date of maturity thereof, and (iv) Bonds deemed no longer outstanding as a result of the deposit or escrow of money or Governmental Obligations or both as described in Section XVI; and B. the District has paid or caused to be paid all other sums payable hereunder by the District, then this resolution and the lien, rights, and interests created hereby shall cease, determine, and become null and void (except as to any surviving RESOLUTION NO. SVCFD2 2025-008 PAGE 16 OF 26 rights of transfer or exchange of Bonds herein or therein provided for) , and the Paying Agent and each co-paying agent and separate paying agent, if any, then acting as such shall pay, assign, transfer, and deliver to the District all cash, securities, and other personal property then held by it. Notwithstanding the satisfaction and discharge of this resolution, the obligations of the District to pay the Registrar and the Paying Agent reasonable compensation for its services rendered under the Registrar/Paying Agent Contract shall survive . For purposes of this Section, "Governmental Obligations" means (1) direct obligations of, or obligations the timely payment of principal of is fully and unconditionally guaranteed by, the United States of America or (2) obligations described in Section 103 (a) of the Internal Revenue Code of 1986, as amended (the "Code") , provision for the payment of the principal of and premium, if any, and interest on which shall have been made by the irrevocable deposit with a bank or trust company acting as a trustee or escrow agent for holders of such obligations of securities described in clause (1) the maturing principal of and interest on which, when due and payable, will provide sufficient moneys to pay when due the principal of and premium, if any, and interest on such obligations, and which securities described in clause (1) are not available to satisfy any other claim, including any claim of the Paying Agent or escrow agent, or any claim of one to whom the Paying Agent or escrow agent may be obligated which, at the time of deposit pursuant to Section XVI, have been assigned ratings in the highest rating categories of S&P Global Ratings, a division of Standard and Poor' s Financial Services LLC ("S&P") or Moody' s Investors Service, Inc. ("Moody's") , but in the case of both clause (1) and clause (2) of this paragraph, for purposes of Section XVI, only if such obligations are non-callable prior to the maturity of the Bonds or (3) REFCORP STRIPS, which are defined as obligations, representing interest on obligations of the Resolution Funding Corporation, the payment of such interest, if other revenues are insufficient, is required to be paid from the United States Treasury, which interest obligations are stripped by the Federal Reserve Bank of New York. Governmental Obligations also include for purposes other than Section XVI, a "no load, " open-end management investment company or trust (mutual fund) , registered with the federal Securities and Exchange Commission ("SEC") , RESOLUTION NO. SVCFD2 2025-008 PAGE 17 OF 26 meeting the requirements of Rule 2a-7 under the Investment Company Act of 1940, and which money market fund invests in short term United States Treasury obligations, agencies guaranteed by the United States, and repurchase agreements secured by the same and which money market fund has a rating by S&P of AAAm-G; AAAm; or AAm or better and a rating by Moody' s of "VMIG-1" or better. SECTION XVI DEFEASANCE Any Bond shall be deemed to be paid, defeased and no longer outstanding and shall have no claim on ad valorem taxes levied on taxable property in the District when payment of the principal of such Bond, plus interest thereon to the maturity thereof (whether such maturity be by reason of the stated maturity thereof or call for redemption, if notice of such call has been given or waived or irrevocable arrangements therefor satisfactory to the Paying Agent or an escrow trustee have been made) shall have been provided for by depositing for such payment from funds of the District under the terms provided in this Section (1) money sufficient to make such payment or (2) money and Governmental Obligations certified by an independent accountant of national reputation to mature as to principal and interest in such amounts and at such times as shall, without further investment or reinvestment of either the principal amount thereof or the interest earnings therefrom be sufficient to make such payment, provided that all necessary and proper fees, compensation, and expenses of the Paying Agent or an escrow trustee pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of the Paying Agent or an escrow trustee . Any such deposit shall be made either with the Paying Agent or an escrow trustee or, if notice of such deposit is given to the Paying Agent or an escrow trustee, with a state or nationally-chartered bank with a minimum combined capital and surplus of $50, 000, 000, as escrow agent, with irrevocable instructions to transfer the amounts so deposited and investment income therefrom to the Paying Agent or an escrow trustee in the amounts and at the times required to pay principal of and interest on the Bonds with respect to which such deposit is made at the maturity thereof and of such interest or the stated maturity, as the case may be. In the event such deposit is made with respect to some but not all of the Bonds then outstanding, the outstanding RESOLUTION NO. SVCFD2 2025-008 PAGE 18 OF 26 Bonds shall be selected in the same manner as provided in Section XIV for the selection of Bonds to be redeemed. Notwithstanding anything herein to the contrary however, no such deposit shall have the effect hereinabove described (1) if made during the existence of default hereunder of which the Paying Agent or an escrow trustee has received written notice unless made with respect to all of the Bonds then outstanding and (2) unless there shall be delivered to the Paying Agent or an escrow trustee an opinion of a firm of attorneys of national reputation, acceptable to the District and experienced in the field of municipal bonds whose opinions are generally accepted by purchasers of municipal bonds to the effect that such deposit shall not adversely affect any exemption from federal income taxation of interest on any Bond. Any money and Governmental Obligations deposited with the Paying Agent or an escrow trustee for such purpose shall be held by the Paying Agent or an escrow trustee in a segregated account in trust for the Owners of the Bonds with respect to which such deposit is made and together with any investment income therefrom, shall be disbursed solely to pay the principal of and interest on the Bonds when due. No money or Governmental Obligations so deposited pursuant to this Section shall be invested or reinvested unless in Governmental Obligations and unless such money not invested, such Governmental Obligations not reinvested, and such new investments are together certified by an independent accountant of national reputation to be of such amounts, maturities, and interest payment dates and to bear such interest as will, without further investment or reinvestment of either the principal amount thereof or the interest earnings therefrom, be sufficient to make such payment. At such times as a Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefits of this resolution, except for purposes of any such payment from such money or Governmental Obligations . SECTION XVII APPLICATION OF DEPOSITED MONEY Money or Governmental Obligations deposited with the Paying Agent or an escrow trustee pursuant to Section XVI shall constitute a separate trust fund for the benefit of the persons entitled thereto. Such money or Governmental Obligations shall be applied by the Paying Agent or an escrow trustee to the payment to the Owners entitled thereto of the principal (and premium, if any) and RESOLUTION NO. SVCFD2 2025-008 PAGE 19 OF 26 interest for the payment of which such money has been deposited with the Paying Agent or an escrow trustee . SECTION XVIII OTHER ACTIONS NECESSARY The Chairman (or any other member of the District Board in the event the Chairman is absent or unable to timely take the desired action) , the District Manager, the District Treasurer, the District Clerk and the officers of the District shall take all action necessary or reasonably required to carry out, give effect to and consummate the transactions contemplated by the Bond Documents and the Final Official Statement, including but without limitation, the execution and delivery of the closing and other documents required to be delivered in connection with the sale and delivery of the Bonds . SECTION XIX DISTRIBUTION OF DISCLOSURE DOCUMENTS The Preliminary Official Statement may be deemed final for all purposes of SEC Rule 15c2-12, its distribution by the Underwriter is hereby authorized and approved, and any member of the District Board, the District Manager and the District Treasurer are each hereby authorized and directed to complete, execute and deliver the Final Official Statement in substantially the form of the Preliminary Official Statement with, in each case, such completions and changes as may be acceptable to such District Manager, District Treasurer or member of the District Board, and the distribution and use of the Final Official Statement by the Underwriter is hereby approved. SECTION XX TAX LEVY A. For each year while any Bond is outstanding, the District Board shall annually levy and thereafter forward to Pinal County, Arizona (the "County") , for collection an ad valorem tax, at the same time and in the same manner as other taxes are levied and collected on all taxable property in the District, sufficient, together with any moneys from any sources authorized in the Enabling Act and provided for under the Bond Documents, to pay Debt Service when due . RESOLUTION NO. SVCFD2 2025-008 PAGE 20 OF 26 B. Moneys derived from the levy of the tax provided for in this Section when collected and allocated to the Bonds constitute funds to pay Debt Service and shall be deposited in the Bond Fund for the Bonds and shall be kept separately from other funds of the District. C. The District Board shall make annual statements and estimates of the amount to be raised to pay Debt Service on the Bonds and such other costs of the District as are permitted under "public infrastructure purposes" as provided in the Enabling Act. The District Board shall file the annual statements and estimates with the Clerk of the City and shall publish a notice of the filing of the estimate . The District Board, on or before the date set by law for certifying the annual budget of the District, shall fix, levy and assess the amounts to be raised by ad valorem taxes of the District and shall cause certified copies of the order to be delivered to the County Board of Supervisors and to the Department of Revenue of the State . All statutes relating to the levy and collection of State and County taxes, including the collection of delinquent taxes and sale of property for nonpayment of taxes, apply to the taxes provided for by this Section. SECTION XXI NO OBLIGATION OF CITY Neither the full faith and credit nor the general taxing power of the City, the State, or any political subdivision thereof (other than the District) is pledged to the payment of the Bonds . The Bonds will be obligations of the District only. None of the City, the State, or any political subdivision thereof (other than the District) will have any obligation with respect to Debt Service for the Bonds . SECTION XXII RATIFICATION OF ACTIONS All actions of the officers and agents of the District which conform to the purposes and intent hereof and which further the issuance and sale of the Bonds as contemplated hereby whether heretofore or hereafter taken shall be and are hereby ratified, confirmed and approved. Any change made in the Purchase Contract, which does not conform to the prior order or resolution of the District Board, is hereby ratified. The proper officers and agents of the District are hereby authorized and directed to do all such RESOLUTION NO. SVCFD2 2025-008 PAGE 21 OF 26 acts and things and to execute and deliver all such documents on behalf of the District as may be necessary to carry out the terms and intent of this resolution. SECTION XXIII TAX COVENANTS A. In consideration of the purchase and acceptance of the Bonds by the Owners thereof and, as authorized by A.R. S . Title 35, Chapter 3, Article 7, and in consideration of retaining the exclusion of interest income on the Bonds from gross income for federal income tax purposes, the District covenants for the benefit of the Owners from time to time of the Bonds that it will not take any action or omit to take any action with respect to the Bonds, the proceeds thereof, any other funds of the District or any facilities financed with the proceeds of the Bonds if such action or omission (i) would cause the interest on the Bonds to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Code, or (ii) would cause interest on the Bonds to lose its exclusion from alternative minimum taxable income for individuals as defined in Section 55 (b) (2) of the Code, but provided that interest on the Bonds is not excluded from the determination of adjusted financial statement income for applicable corporations (as defined in Section 59 (k) of the Code) . The foregoing covenant shall remain in full force and effect notwithstanding the payment in full or defeasance of the Bonds until the date on which all obligations of the District in fulfilling the above covenant under the Code have been met. B. The District authorizes the creation of a fund which is hereinafter referred to as the "Rebate Fund. " The District will comply with the rebate requirement set forth in the District' s Tax Certificate delivered in connection with the delivery of the Bonds . C. With respect to the Bonds herein authorized to be sold, the District or a partner of Greenberg Traurig, LLP, bond counsel to the District ("Bond Counsel") , is authorized to execute and file on behalf of the District information reporting returns and to file or deliver such other information as may be required by Section 149 (e) of the Code . D. The District will comply with such requirements and will take any such actions as in the opinion of Bond Counsel are RESOLUTION NO. SVCFD2 2025-008 PAGE 22 OF 26 necessary to prevent interest income on the Bonds from becoming subject to inclusion in gross income for federal income tax purposes . The Chairman, any member of the District Board, the District Manager or the District Treasurer is each hereby authorized to make certain truthful certifications, representations, agreements and elections as required by law to assure the purchasers and Owners of the Bonds that the proceeds of the Bonds will not be used in a manner which would or might result in the Bonds being "arbitrage bonds" under Section 148 of the Code or the regulations of the United States Treasury Department currently in effect or proposed. The certifications, representations and agreements of the District may be made by executing and delivering certificates and agreements required by the District' s Bond Counsel . The certificates and agreements shall constitute an agreement of the District to follow covenants and requirements set forth therein which may require the District to take certain actions (including the payment of certain amounts to the United States Treasury) or which may prohibit certain actions (including the establishment of certain funds or limiting the term of and yield on investments made with moneys relating to the Bonds) under certain conditions . E . The District further recognizes that Section 149 (a) of the Code requires the Bonds to be issued and to remain in fully- registered form in order for interest thereon to be excludable from gross income for purpose of federal income taxation under laws in force at the time the Bonds are delivered. In this connection, the District agrees that it will not take any action to permit the Bonds to be issued in, or converted into, bearer or coupon form if such action would cause interest on the Bonds to be included in gross income for federal income tax purposes . F. The District Board hereby authorizes the District Treasurer, or his designee, to represent and act for the District in all matters pertaining to the District' s tax-exempt bonds, as may be necessary to comply, on a continuing basis, with the Internal Revenue Service, the Securities Exchange Commission and other governmental entities' requests, reporting requirements and post-issuance compliance policies and matters . SECTION XXIV QUALIFIED TAX-EXEMPT OBLIGATIONS RESOLUTION NO. SVCFD2 2025-008 PAGE 23 OF 26 The District Board may elect to designate the Bonds as "qualified tax-exempt obligations" for purposes of Section 265 (b) (3) of the Code . If applicable, such designation shall be memorialized in the Tax Certificate of the District or other closing certificate of the District prepared in connection with the issuance, sale and delivery of the Bonds to the Underwriter. The District Board hereby delegates any necessary authority to the District Treasurer to consult with legal and financial advisors to the District to determine if such designation is necessary, and to modify the Bond Documents accordingly. SECTION XXV RESOLUTION A CONTRACT This resolution shall constitute a contract between the District and the registered Owners of the Bonds and shall not be repealed or amended in any manner which would impair, impede or lessen the rights of the registered Owners of the Bonds then outstanding. SECTION XXVI SEVERABILITY AND WAIVER If any section, paragraph, clause or provision of this resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this resolution. The District Board hereby declares that it would have adopted this resolution and each and every other section, paragraph, subdivision, sentence, clause or phrase hereof and authorized the sale, issuance and delivery of the Bonds pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this resolution may be held illegal, invalid or unenforceable . All ordinances, resolutions or parts thereof inconsistent herewith are hereby waived to the extent only of such inconsistency. This waiver shall not be construed as reviving any ordinance or resolution or any part thereof. RESOLUTION NO. SVCFD2 2025-008 PAGE 24 OF 26 SECTION XXVII CANCELLATION OF AGREEMENT The District hereby gives notice to the Registrar, the Paying Agent and the Underwriter that A.R. S . § 38-511, as amended, provides that, within three (3) years after execution of any agreement, the District may cancel such agreement without penalty or further obligation if any person significantly involved in initiating, negotiating, securing, drafting or creating the agreement on behalf of the District or any of its departments or agencies is at any time while the agreement or any extension of the agreement is in effect an employee or agent of the Registrar, the Paying Agent or the Underwriter in any capacity or a consultant to the Registrar, the Paying Agent or the Underwriter with respect to the subject matter of the agreement. SECTION XXVIII BOND INSURANCE The Chairman, any member of the District Board, the District Manager or the District Treasurer are hereby authorized and directed to purchase municipal bond insurance, surety bonds or other credit enhancement as may be deemed appropriate and beneficial to the District by the Chairman, any member of the District Board, the District Manager or the District Treasurer, to pay or cause to be paid all premiums attendant thereto and to enter into any obligations or agreements on behalf of the District to repay amounts paid thereon by the providers thereof. SECTION XXIX EFFECTIVE DATE This resolution shall be effective immediately. RESOLUTION NO. SVCFD2 2025-008 PAGE 25 OF 26 PASSED AND ADOPTED BY THE BOARD OF DIRECTORS OF THE SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2, THIS 2ND DAY OF DECEMBER, 2025 . SIGNED AND ATTESTED TO THIS DAY OF , 2025 . WALTER "'CHIP" WILSON Chairman, Board of Directors ATTEST: EVIE MCKINNEY District Clerk APPROVED AS TO FORM: RICHARD JOEL STERN District Counsel RESOLUTION NO. SVCFD2 2025-008 PAGE 26 OF 26 EXHIBIT A DESCRIPTION OF PROJECT The Bonds will finance the acquisition of all or a portion of the Project consisting of public infrastructure and public infrastructure purposes (as such terms are defined in the Act) described in the Report, including particularly the acquisition by the District of the following: DESCRIPTION ESTIMATED COST COMPLETION1 Meridian Sewer Main Improvements (SVWW-002) $2,342, 817.00 July 2023 The project consists of 28 linear feet of 42-inch fiberglass reinforced polymer mortar sanitary sewer pipe, 4,195 linear feet of 36-inch ASTM-F679 PVC sanitary sewer pipe, 11 linear feet of 27-inch ASTM-F679 PVC sanitary sewer pipe, 98 linear feet of 24-inch sanitary sewer pipe, and nine 5- foot diameter polymer manholes. All improvements are shown on the plans sealed by Wood, Patel and Associates, on March 14, 2022. TOTAL: $2,342,817.00 1 Completion represents the date by which the Developer expected the public infrastructure to be constructed, which may differ from the date that it was or is accepted by the City or other governmental entities, as applicable. RESOLUTION NO. SVCFD2 2025-008 EXHIBIT A EXHIBIT B NOTICE OF PUBLIC HEARING TO THE GENERAL PUBLIC AND THE MEMBERS OF THE BOARD OF DIRECTORS OF THE SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 : NOTICE IS HEREBY GIVEN that the Board of Directors of the Superstition Vistas Community Facilities District No. 2 will meet on December 2, 2025, at 6 : 00 p.m. , in the City Council Chambers, City of Apache Junction, 300 East Superstition Boulevard, Apache Junction, Arizona 85119, to conduct a public hearing on, and to consider and review a feasibility report relative to, a proposed project to be financed by the issuance of general obligation bonds of the District. A copy of the feasibility report may be reviewed at the office of the City Clerk, 300 East Superstition Boulevard, Apache Junction, Arizona 85119 . Publish once in the Arizona Business Gazette no later than November 21, 2025. RESOLUTION NO. SVCFD2 2025-008 EXHIBIT B EXHIBIT C REGISTERED REGISTERED No. R- $ UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC") TO THE DISTRICT OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNITED STATES OF AMERICA STATE OF ARIZONA SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO.2 GENERAL OBLIGATION BOND, SERIES 2025 [ (BANK QUALIFIED) ] Interest Maturity Original Dated Rate Date Date CUSIP No. July 15, 20 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: AND N0/100 DOLLARS ($ . 00) Superstition Vistas Community Facilities District No. 2 (the "District") , a community facilities district formed by the City of Apache Junction, Arizona, and duly organized and validly existing, pursuant to the laws of the State of Arizona, for value received, hereby promises to pay or cause the Paying Agent to pay to the "Registered Owner" specified above or registered assigns (the "Owner") , on the "Maturity Date" specified above unless earlier redeemed as provided herein, the "Principal Amount" specified above and to pay interest (calculated on the basis of a 360-day year of twelve 30-day months) on the unpaid portion thereof from the "Original Dated Date" specified above, or from the most recent "Interest Payment Date" (as defined herein) to which interest has been paid or duly provided for, until such Principal Amount is paid or the payment thereof is duly provided for at or in advance of the Maturity Date, semiannually on each January 15 and July 15 commencing RESOLUTION NO. SVCFD2 2025-008 EXHIBIT C PAGE 1 OF 9 15, 20 (each an "Interest Payment Date") , at the per annum "Interest Rate" specified above. Principal, interest and any premium are payable in lawful money of the United States of America. The "Record Date" for this bond will be the close of business on the last day of the month (other than a Saturday, a Sunday, or a legal holiday or equivalent (other than a moratorium) for banking institutions generally in the place of payment or in the city where the principal corporate trust office of the Registrar is located (a "business day") ) next preceding the applicable Interest Payment Date, or if such day is not a business day, the previous business day. As provided in the Bond Resolution (as defined herein) , the interest, principal and redemption price payable on the Bonds shall be paid to CEDE & Co. or its registered assigns in same-day funds by the Paying Agent no later than the time established by The Depository Trust Company ("DTC") on the date due (or in accordance with then existing arrangements between the District and DTC) . If the specified date for any such payment shall be a Saturday, a Sunday, or a legal holiday or equivalent (other than a moratorium) for banking institutions generally in the place of payment or in the city where the designated corporate trust office of the Paying Agent is located then such payment may be made on the next succeeding day which is not one of the foregoing days without additional interest and with the same force and effect as if made on the specified date for such payment, except that in the event of a moratorium for banking institutions generally at the place of payment or in the city where the principal corporate trust office of the Paying Agent is located, such payment may be made on such next succeeding day except that the Bonds on which such payment is due shall continue to accrue interest until such payment is made or duly provided for. This Bond is one of an issue of bonds of the District duly authorized to be issued by a resolution of the District' s Board of Directors adopted on December 2, 2025 (the "Bond Resolution") , and having the designation specified therein (the "Bonds") , issued and to be issued in one series under, and all equally and ratably secured, with the limitations described herein, by the Bond Resolution, to which Bond Resolution reference is hereby made for a description of the amounts thereby pledged and assigned, the nature and extent of the lien and security, the respective rights thereunder of the Owners of the Bonds, the Paying Agent, and the District, and the terms upon which the Bonds are, and are to be, authenticated and delivered and by this reference RESOLUTION NO. SVCFD2 2025-008 EXHIBIT C PAGE 2 OF 9 to the terms of which each Owner of this Bond hereby consents. The Bonds are issued for the purposes described in the Bond Resolution and in strict conformity with Title 48, Chapter 4, Article 6, Arizona Revised Statutes, as amended (the "Enabling Act") . The Bonds are payable, equally and ratably with such other obligations of the District payable from such sources as may be outstanding from time to time and to the extent provided in the Bond Resolution, from the proceeds of an ad valorem tax, unlimited as to rate or amount, to be levied and collected at the same time and in the same manner as other taxes are levied and collected on all taxable property within the boundaries of the District sufficient together with any other moneys from sources available pursuant to the Enabling Act to pay Debt Service (as defined in the Enabling Act) on the Bonds when due. Notwithstanding any provisions hereof or of the Bond Resolution, however, the obligation of the District to make money available to pay this Bond may be defeased by the deposit of money and/or certain direct or indirect Governmental Obligations sufficient for such purpose as described in the Bond Resolution. The Bonds are issuable as fully-registered bonds only in the denominations of $5, 000 of principal each and integral multiples of $5, 000 in excess thereof. Optional Redemption. The Bonds maturing on and after July 15, 20 are subject to redemption prior to maturity, at the option of the District, on or after July 15, 20 , in whole or in part on any date, upon not more than sixty (60) nor less than thirty (30) days' prior notice given by mail as provided in the Bond Resolution, upon payment of the redemption price, which shall consist of the principal amount of the Bonds so redeemed plus accrued interest, if any, on the Bonds so redeemed from the most recent Interest Payment Date to the date of redemption, but without premium. Mandatory Redemption. The Bonds maturing on July 15, 20 , shall be redeemed on July 15 of the following years and in the following principal amounts upon not more than sixty (60) nor less than thirty (30) days prior notice given by mail as provided in the Bond Resolution, upon payment of the redemption price, which shall consist of the principal amount of the Bonds so redeemed plus accrued interest, if any, on the Bonds so redeemed from the most recent Interest Payment Date to the date of redemption but without premium. RESOLUTION NO. SVCFD2 2025-008 EXHIBIT C PAGE 3 OF 9 Redemption Date Principal (July 15) Amount (maturity) Whenever Bonds which are subject to mandatory redemption are redeemed (other than pursuant to mandatory redemption) or are delivered to the Registrar for cancellation, the principal amount of the Bonds so retired shall satisfy and be credited against the mandatory redemption requirements for such Bonds for such years as the District may direct. Bonds (or portions thereof) for whose redemption and payment provision is made in accordance with the Bond Resolution shall thereupon cease to be entitled to the benefits thereof and shall cease to bear interest from and after the date fixed for redemption. If less than all the outstanding Bonds are to be redeemed, the particular Bonds of a maturity to be redeemed shall be determined by DTC pursuant to its procedures. The Bonds shall initially be issued as a single, fully- registered bond in each stated maturity and so long as the ownership of the Bonds is maintained in book-entry form by DTC or a nominee thereof, this Bond may be transferred in whole but not in part only to DTC or a nominee thereof or to a successor securities depository or its nominee. Neither the District nor the Paying Agent will have any responsibility or obligation to any direct participant, indirect participant or any beneficial Owner or any other person not shown on the registration books of the Registrar as being an Owner with respect to: (1) the Bonds; (2) the accuracy of any records maintained by DTC or any direct participant or indirect participant; (3) the timely or untimely payment by DTC or any direct participant or indirect participant of any amount due to any beneficial Owner in respect of the principal or redemption price of or interest on the Bonds; (4) the delivery by any direct participant or indirect participant of any notice to any beneficial Owner which is required or permitted under the terms of the Bond Resolution to be given to Owners; (5) the selection of the beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (6) any consent given or other action taken by DTC as Owner. RESOLUTION NO. SVCFD2 2025-008 EXHIBIT C PAGE 4 OF 9 The Owner of this Bond has no right to enforce the provisions of the Bond Resolution, or to institute action to enforce the pledge, assignment or covenants made therein or to take any action with respect to an event of default described in the Bond Resolution or to institute, appear in, or defend any suit, action or other proceeding at law or in equity with respect thereto, except as provided in the Bond Resolution. The liability of the District and obligations of the District pursuant to the Bond Resolution with respect to all or any portion of the Bonds may be discharged at or prior to the maturity or redemption of the Bonds upon the making of provision for the payment thereof on the terms and conditions set forth in the Bond Resolution. No covenant or agreement contained in the Bonds or in the Bond Resolution shall be deemed to be the covenant or agreement of any elected or appointed official, officer, agent, servant or employee of the District in his or her individual capacity or of any officer, director, agent, servant or employee of the Paying Agent or Owner in his or her individual capacity, and neither the members of the governing body of the District nor any official executing the Bonds, including any officer or employee of the Paying Agent, shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Terms used, but not defined, herein have the meanings set forth in the Bond Resolution. Copies of the Bond Resolution are on file at the designated office of the Paying Agent, and reference is made to those instruments for the provisions relating, among other things, to the terms and source of payment and security for the Bonds, the limited liability of the District, the custody and application of the proceeds of the Bonds, the rights and remedies of the Owners of the Bonds, amendments, and the rights, duties and obligations of the District and the Paying Agent, to all of which the Owner hereof, by acceptance of this Bond, assents. The District, the Paying Agent, and any agent of either of them may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Bond be overdue, and none of the District, the Paying Agent, and any such agent shall be affected by notice to the contrary. NOTHING CONTAINED IN THE BOND RESOLUTION, THE BOND DOCUMENTS OR ANY OTHER INSTRUMENT SHALL BE CONSTRUED AS OBLIGATING THE CITY OF RESOLUTION NO. SVCFD2 2025-008 EXHIBIT C PAGE 5 OF 9 APACHE JUNCTION, ARIZONA, OR THE STATE OF ARIZONA OR ANY POLITICAL SUBDIVISION OF EITHER (OTHER THAN THE DISTRICT) OR AS INCURRING A CHARGE UPON THE GENERAL CREDIT OF THE CITY OR THE STATE NOR SHALL THE BREACH OF ANY AGREEMENT CONTAINED IN THE BOND RESOLUTION, THE BOND DOCUMENTS OR ANY OTHER INSTRUMENT OR DOCUMENTS EXECUTED IN CONNECTION THEREWITH IMPOSE ANY CHARGE UPON THE GENERAL CREDIT OF THE CITY OR THE STATE. Unless the Certificate of Authentication hereon has been executed by the Registrar, by manual signature, this Bond shall not be entitled to any benefit under the Bond Resolution or be valid or obligatory for any purpose. It is hereby certified, covenanted, and represented that all acts, conditions and things required to be performed, exist, and be done precedent to or in the issuance of this Bond in order to render the same a legal, valid, and binding general obligation of the District have been performed, exist and have been done, in regular and due time, form, and manner, as required by law, and that issuance of the Bonds does not exceed any constitutional or statutory limitation. In case any provision in this Bond or any application thereof shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. This Bond shall be construed in accordance with and governed by the laws of the State of Arizona and the federal laws of the United States of America. RESOLUTION NO. SVCFD2 2025-008 EXHIBIT C PAGE 6 OF 9 IN WITNESS WHEREOF, the District has caused this Bond to be duly executed by the Chairman of its Board of Directors and attested by its District Clerk, which signatures may be manual or by facsimile signatures. SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 By: Chairman, Board of Directors ATTEST: District Clerk Dated: 2025 . RESOLUTION NO. SVCFD2 2025-008 EXHIBIT C PAGE 7 OF 9 CERTIFICATE OF AUTHENTICATION This Bond is one of the Superstition Vistas Commmunity Facilities District No. 2 General Obligation Bonds, Series 2025, described in the Bond Resolution mentioned herein. U.S. Bank Trust Company, National Association, as Registrar By. Authorized Representative Dated: , 2025. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (INSERT INSURANCE STATEMENT HERE, IF APPLICABLE) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - FORM OF ASSIGNMENT The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT/TRANS MIN ACT - (Custodian) TEN ENT - as tenants by the entireties Custodian for (Minor) Under Uniform JT TEN - as joint tenants with right of Gifts/Transfers to Minors Act of survivorship and not as tenants in common (State) Additional abbreviations may also be used though not in the above list. RESOLUTION NO. SVCFD2 2025-008 EXHIBIT C PAGE 8 OF 9 ASSIGNMENT For Value Received the undersigned, subject to the transfer restrictions described in the within Bond, hereby sells, assigns, and transfers unto (print or typewrite name, address, and zip code of transferee) : (Print or typewrite Social Security or other identifying number of transferee: the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints (print or typewrite name of attorney) , attorney, to transfer the within Bond on the book kept for registration thereof, with full power of substitution in the premises. Dated Note: The signature (s) on this assignment must correspond with the name (s) as written on the within registered bond in every particular without alteration or enlargement or any change whatsoever. Signature Guaranteed: Firm or Bank Authorized Signature Signature guarantee should be made by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other program acceptable to the Registrar. ALL FEES AND TRANSFER COSTS SHALL BE PAID BY THE TRANSFEROR RESOLUTION NO. SVCFD2 2025-008 EXHIBIT C PAGE 9 OF 9 DISTRICT FEDERAL TAXPAYER I.D. NO. 87-3135989 BOND REGISTRAR, TRANSFER AGENT AND PAYING AGENT CONTRACT FOR BONDS OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 This Bond Registrar, Transfer Agent and Paying Agent Contract, dated as of 1, 202[5/6] (this "Contract"), is made and entered into between the SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 (the "District"), and U.S. BANK TRUST COMPANY,NATIONAL ASSOCIATION,Los Angeles, California(the"Bank"),and witnesseth as follows: Pursuant to Resolution No. SVCFD2 2025-008 (the "Bond Resolution"), the District will issue its Superstition Vistas Community Facilities District No. 2 General Obligation Bonds, Series 202[5/6] (the "Bonds"), in the aggregate principal amount of$ ,000. The Board of Directors of the District has determined that the services of a bond registrar,transfer agent and paying agent are necessary and in the best interests of the District. Initially, the Bonds will be issued in book- entry-only form through The Depository Trust Company("DTC") and, so long as the book-entry- only system(the"Book-Entry-Only System") is in effect,the Bonds will be registered in the name of Cede & Co., the nominee of DTC. The Bank desires to perform bond registrar, transfer agent and paying agent services during the life of the Bonds. For and in consideration of the mutual promises, covenants, conditions and agreements hereinafter set forth, the parties do agree as follows: 1. Services. The Bank hereby agrees to provide the following services: A. Bond registrar services which shall include, but not be limited to: (1) initially authenticating and verifying the Bonds; (2) keeping registration books sufficient to comply with Section 149 of the Internal Revenue Code of 1986, as amended (the "Code"); (3) recording transfers of ownership of the Bonds promptly as such transfers occur; (4)protecting against double or overissuance; (5) authenticating new Bonds prepared for issuance to transferees of original and subsequent purchasers; (6) informing the District of the need for additional printings of the Bonds should the forms printed prior to initial delivery prove inadequate; and (7) lodging with the District the signatures of the persons authorized and designated from time to time to authenticate the Bonds upon request. B. Transfer agent services which shall include, but not be limited to: (1) receiving and verifying all Bonds tendered for transfer; (2)preparing new Bonds for delivery to transferees and delivering the same either by delivery or by mail, as the case may be; (3) destroying Bonds submitted for transfer; and (4)providing proper information for recordation in the registration books. C. Paying agent services which shall include, but not be limited to: (1)providing a billing to the District at least thirty(30) days prior to a Bond interest payment date setting forth the amount of principal and interest due on such date; (2)preparing,executing,wiring or mailing all interest payments to each registered owner of the Bonds on or before the scheduled payment date, and in no event later than the time established by DTC, on the date such payments are due (unless sufficient funds to make such payments have not been received by the Bank); (3) cancelling all matured Bonds upon their surrender; (4)paying, or causing to be paid, all principal and premium, if any, due upon the Bonds as they are properly surrendered therefor to the Bank; (5)preparing a semiannual reconciliation showing all principal and interest paid during the period and providing copies thereof to the District if requested; (6) inventorying all documentation of payments made, including the amount, payee and wire confirmation or imaged information for six(6)years after payment; and(7)making proof of such payments available to the District or any owner or former owner. 2. Record Date. The "Record Date" for the payment of interest will be the close of business on the last day of the month (other than a Saturday, a Sunday, or a legal holiday or equivalent(other than a moratorium) for banking institutions generally in the place of payment or in the city where the principal corporate trust office of the Bank is located (a"Business Day")) next preceding the applicable interest payment date, or if such day is not a Business Day, the previous Business Day. Normal transfer activities will continue after the Record Date but the interest payments will be mailed to the registered owners of the Bonds as shown on the registration books of the Bank on the close of business on the Record Date. Principal (and premium, if any) shall be paid only on surrender of the particular Bond at or after its maturity or prior redemption date, if applicable. 3. Redemption Notices. The Bank agrees to provide certain notices of redemption to the Bond owners as required to be provided by the Bank in,and upon being provided with a copy of, the Bond Resolution of the District approving the issuance, sale and delivery of the Bonds. So long as the Book-Entry-Only System is in effect, the Bank shall send notices of redemption to DTC in the manner required by DTC. If the Book-Entry-Only System is discontinued,the Bank shall mail notice of redemption of any Bond to the registered owner of the Bond or Bonds being redeemed at the address shown on the bond register maintained by the Bank not more than sixty (60) nor less than thirty (30) days prior to the date set for redemption. Notice of redemption may be sent to any securities depository by mail, facsimile transmission, wire transmission or any other means of transmission of the notice generally accepted by the respective securities depository. The failure of DTC or any registered owner of Bonds to receive a notice of redemption, or any defect in a notice of redemption,will not affect the validity of the proceedings for redemption of Bonds as to which proper notice of redemption was given. The Bank also agrees to send notice of any redemption to the Municipal Securities Rulemaking Board (the "MSRB"), currently through the MSRB's Electronic Municipal Market Access system, in the manner required by the MSRB,but no defect in said further notice or record nor any failure to give all or a portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above. 2 If the moneys for the payment of the redemption price and accrued interest are not held in separate accounts by the District or a paying agent prior to sending the notice of redemption, such redemption shall be conditional on such moneys being so held on the date set for redemption and if not so held by such date, the redemption shall be cancelled and be of no force and effect. Each redemption notice must contain, at a minimum,the complete official name of the issue with series designation,CUSIP number, certificate numbers, amount of each Bond called (for partial calls), date of issue, interest rate, maturity date, publication date (date of release to the general public,or the date of general mailing of notices to Bond owners and information services), redemption date,redemption price,redemption agent and the name and address of the place where Bonds are to be tendered, including the name and phone number of the contact person. Such redemption notices may contain a statement that no representation is made as to the accuracy of the CUSIP numbers printed therein or on the Bonds. 4. Issuance and Transfer of Bonds. The Bank will issue the Bonds to registered owners, require the Bonds to be surrendered and cancelled and new Bonds issued upon transfer, and maintain a set of registration books showing the names and addresses of the owners from time to time of the Bonds. The Bank shall promptly record in the registration books all changes in ownership of the Bonds. 5. Payment Deposit. The District will transfer immediately available funds to the Bank no later than one(1)Business Day prior to or, if agreed to by the parties hereto, on the date on which the interest, principal and premium payments (if any) are due on the Bonds, but in no event later than the time established by DTC, on the date such payments are due. The Bank shall not be responsible for payments to Bond owners from any source other than moneys transferred, or caused to be transferred, to it by the District. 6. Collateral. The Bank shall collateralize the funds on deposit at the Bank in accordance with A.R.S. §§ 35-323 and 35-491. 7. Turnaround Time. The Bank will comply with the three (3) Business Day turnaround time required by Securities and Exchange Commission Rule 17Ad-2 on routine transfer items. 8. Fee Schedule; Initial Fee. For its services under this Contract,the District will pay the Bank in accordance with the fee schedule set forth in the attached Exhibit A, which is incorporated herein by reference. The fee for the Bank's initial services hereunder and services to be rendered until the end of the District's current fiscal year (2025-2026) is $ .00 and shall be due at the initial delivery of the Bonds and shall be paid from proceeds of the Bonds. Subsequent payments shall be made by the District in accordance with this Contract. 9. Fees for Services in Subsequent Fiscal Years. The Bank will bill the District prior to July 1, 2026, and prior to each July 1 thereafter. 10. Costs and Expenses. The District hereby agrees to pay all reasonable and necessary costs and expenses of the Bank pursuant hereto. If, for any reason, the amounts the 3 District agrees to pay herein may not be paid from the annual property taxes levied for debt service on the Bonds, such costs shall be paid by the District from any funds lawfully available therefor and the District agrees to take all actions necessary to budget for and authorize expenditure of such amounts. 11. Hold Harmless. The Bank shall indemnify and hold harmless the District, its Chairman and Board members,its Treasurer and all boards,commissions,officials,officers and employees of the District, individually and collectively, for claims determined by a court of competent jurisdiction to have directly resulted from the Bank's failure to perform to its standard of care as herein stated,provided that the District shall be requested to deliver to the Bank written notice of any such claim within thirty (30) calendar days of the District becoming aware of such claim. 12. Standard of Care Required. In the absence of bad faith on its part in the performance of its services under this Contract, the Bank shall not be liable for any lawful action taken or omitted to be taken by it in good faith and believed by it to be authorized hereby or within the rights and powers conferred upon it hereunder, nor for action taken or omitted to be taken by it in good faith and in accordance with advice of counsel, and shall not be liable for any mistakes of fact or errors of judgment or for any actions or omissions of any kind unless caused by its own negligence or willful misconduct. 13. Entire Contract. This Contract and Exhibit A attached hereto contain the entire understanding of the parties with respect to the subject matter hereof, and no waiver, alteration or modification of any of the provisions hereof, shall be binding unless in writing and signed by a duly authorized representative of all parties hereto. 14. Amendment. The Bank and the District each reserve the right to amend any individual service set forth herein or all of the services upon providing a sixty (60) day prior written notice. Any corporation, association or agency into which the Bank may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become successor bond registrar, transfer agent and paying agent under this Contract and vested with all of the same rights,powers, discretions, immunities,privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 15. Resignation or Replacement. The Bank may resign or the District may replace the Bank as bond registrar, transfer agent and paying agent at any time by giving thirty (30) days' written notice of resignation or replacement to the District or to the Bank, as applicable. The resignation shall take effect upon the appointment of a successor bond registrar, transfer agent and paying agent. A successor bond registrar, transfer agent and paying agent will be appointed by the District;provided,that if a successor bond registrar,transfer agent and paying agent is not so appointed within ten (10) days after a notice of resignation is received by the 4 District, the Bank may apply to any court of competent jurisdiction to appoint a successor bond registrar, transfer agent and paying agent. In the event the Bank resigns or is replaced,the District reserves the right to appoint a successor bond registrar, transfer agent and paying agent who may qualify pursuant to A.R.S. § 35-491, et seq., or any subsequent statute pertaining to the registration, transfer and payment of bonds. In such event the provisions hereof with respect to payment by the District shall remain in full force and effect, but the District shall then be authorized to use the funds collected for payment of the costs and expenses of the Bank hereunder, provided that the Bank shall have been paid its fees and expenses due and owing to it,to pay the successor bond registrar, transfer agent and paying agent or as reimbursement if the District acts as bond registrar, transfer agent and paying agent. Any resignation or replacement of the Bank pursuant to this Section shall be without cost to the District. 16. Reports to Arizona Department of Administration. The Bank shall make such reports to the Arizona Department of Administration (or any other party designated to receive such reports pursuant to the applicable laws of the State (as defined herein)) pertaining to the retirement of any Bonds and of all payments of interest thereon, within thirty (30) days of a request therefor, from the Arizona Department of Administration or the District, or the agents of either, to comply with the requirements of the Arizona Department of Administration pursuant to A.R.S. § 35-502. 17. Form of Records. The Bank's records shall be kept in compliance with standards as have been or may be issued from time to time by the Securities and Exchange Commission,the MSRB,the requirements of the Code and any other securities industry standard. The Bank shall retain such records in accordance with the applicable record keeping standard of the Internal Revenue Service. 18. Advice of Counsel and Special Consultants. When the Bank deems it necessary or reasonable, it may apply to Greenberg Traurig, LLP ,or such other law firm or attorney approved by the District, for instructions or advice. Any fees and costs incurred shall be added to the next fiscal year's fees, costs and expenses to be paid to the Bank. 19. Examination of Records. The District, or its duly authorized agents, may examine the records relating to the Bonds at the office of the Bank where such records are kept at reasonable times as agreed upon with the Bank and such records shall be subject to audit from time to time at the request of the District, the Bank or the Auditor General of the State of Arizona (the "State"). 20. Payment of Unclaimed Amounts. In the event any check for payment of interest on a Bond is returned to the Bank unendorsed or is not presented for payment within two (2)years from its payment date, or, if applicable, any Bond is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such interest or principal due upon such Bond shall have been made available to the Bank for the benefit of the owner thereof, it shall be the duty of the Bank to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bond who shall thereafter be restricted exclusively to such 5 funds for any claim of whatever nature relating to such Bond or amounts due thereunder. The Bank's obligation to hold such funds shall continue for two (2) years and six (6) months (subject to applicable escheat or unclaimed property law) following the date on which such interest or principal payment became due, whether at maturity or at the date fixed for redemption, or otherwise, at which time the Bank shall surrender such unclaimed funds so held to the District, whereupon any claim of whatever nature by the owner of such Bond arising under such Bond shall be made upon the District and shall be subject to the provisions of applicable law. 21. Invalid Provisions. If any provision hereof is held to be illegal, invalid or unenforceable under present or future laws,this Contract shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Contract; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision. 22. Mutilated, Lost or Destroyed Bonds. With respect to Bonds which are mutilated, lost or destroyed,the Bank shall cause to be executed and delivered a new Bond of like date and tenor in exchange and substitution for and upon the cancellation of such mutilated Bond or in lieu of and in substitution for such Bond lost or destroyed,upon the registered owner's paying the reasonable expenses and charges of the Bank and the District in connection therewith and, in the case of any Bond destroyed or lost,filing by the registered owner with the Bank and the District of evidence satisfactory to the Bank and the District that such Bond was destroyed or lost, and furnishing the Bank and the District with a sufficient indemnity bond satisfactory to the Bank and the District pursuant to A.R.S. § 47-8405. 23. Conflict of Interest. Each party gives notice to the other parties that A.R.S. § 38-511 provides that the State, its political subdivisions or any department or agency of either,may within three(3)years after its execution cancel any contract without penalty or further obligation made by the State, its political subdivisions or any of the departments or agencies of either, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the State, its political subdivisions or any of the departments or agencies of either, is at any time while the contract or any extension of the contract is in effect,an employee or agent of any other party to the contract in any capacity or a consultant to any other party to the contract with respect to the subject matter of the contract. 24. Covenants. The District has agreed in the Bond Resolution to take all necessary actions required to preserve the tax-exempt status of the Bonds,including the calculation of amounts of arbitrage rebate which may be due and owing to the United States of America. The calculation of such rebate amount may be performed by an individual or firm qualified to perform such calculations and who or which may be selected and paid by the District. If the District does not retain a consultant to do the required calculations concerning arbitrage rebate and if, in the sole discretion of the District, a rebate calculation is required to permit interest on the Bonds to be and remain exempt from gross income for federal income tax purposes, the District may include, in addition to all other bills payable under this Contract, the costs and expenses and fees of an arbitrage rebate consultant. The District may contract with a consultant to perform such arbitrage calculations as are necessary to meet the requirements of the Code. All fees, costs and expenses so paid may be deducted from moneys of the District or from tax levies made to pay the interest 6 on the Bonds. Such costs, fees and expenses shall be considered as interest payable on the Bonds. This Contract shall be full authority to the District to cause to be levied and collected such amounts as may be necessary to make all rebates to the United States of America. 25. Levy for Expenses. Except for the initial fiscal year's costs and expenses, all costs and expenses incurred with respect to services for registration, transfer and payment of the Bonds and, if applicable, for costs and expenses in connection with the calculation of arbitrage rebate shall be treated as interest on the Bonds and the District agrees to include the same in the taxes levied for interest debt service during each of the ensuing fiscal years. 26. Waiver of Trial by Jury. Each parry hereto hereby agrees not to elect a trial by jury of any issue triable of right by jury, and waives any right to trial by jury fully to the extent that any such right shall now or hereafter exist with regard to this Contract, or any claim, counterclaim or other action arising in connection herewith. This waiver of right to trial by jury is given knowingly and voluntarily by each parry, and is intended to encompass individually each instance and each issue as to which the right to a trial by jury would otherwise accrue. 27. Governing Law. This Contract is governed by the laws of the State. 28. Transfer Expenses. The transferor of any Bond will be responsible for all fees and costs relating to such transfer of ownership of the Bond. 29. E-verify Requirements. To the extent applicable under A.R.S. § 41-4401, the Bank and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Bank's, or its subcontractors',breach of the above-mentioned warranty shall be deemed a material breach of this Contract and may result in the termination of this Contract by the District. The District retains the legal right to randomly inspect the papers and records of the Bank and its subcontractors who work on this Contract to ensure that the Bank and its subcontractors are complying with the above-mentioned warranty. The Bank and its subcontractors warrant to keep the papers and records open for random inspection by the City during normal business hours.The Bank and its subcontractors shall cooperate with the City's random inspections including granting the City entry rights onto their property to perform the random inspections and waiving their respective rights to keep such papers and records confidential. 30. Electronic Storage. The parties hereto agree that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproduction of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. 7 31. No Boycott of Israel. To the extent applicable, pursuant to A.R.S. § 35- 393 et seq., the Bank hereby certifies it is not currently engaged in, and for the duration of this Contract will not engage in, a boycott of Israel. The term "boycott" has the meaning set forth in A.R.S. § 35-393. 32. No Forced Labor of Ethnic Uyghurs. To the extent applicable under A.R.S. § 35-394, the Bank hereby certifies it does not currently, and for the duration of this Contract shall not use: (i) the forced labor of ethnic Uyghurs in the People's Republic of China, (ii)any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China, and (iii) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. The foregoing certifications are made to the best knowledge of the Bank without any current independent investigation or without any future independent investigation for the duration of this Contract. If the Bank becomes aware during the duration of this Contract that it is not in compliance with such certification,the Bank shall take such actions as provided by law, including providing the required notice to the District. If the District determines that the Bank is not in compliance with the foregoing certification and has not taken remedial action, such failure to comply with the certifications in this section shall be deemed a material breach of this Contract and may result in the termination of this Contract by the District. 33. Counterparts. This Contract may be executed in several counterparts, each of which shall be regarded as an original (with the same effect as if the signatures thereto and hereto were upon the same document) and all of which together shall constitute one and the same instrument. 34. Electronic Signatures. The electronic signature of this Contract shall be as valid as an original signature to bind such party to this Contract. For purposes hereof- (i) "electronic signature" means a manually signed original signature or a replicated signature furnished by signature procurement software that is then transmitted by electronic means; and (ii) "transmitted by electronic means"means sent in the form of a facsimile or sent via the internet as a portable document format("pdf') or other replicating image attached to an electronic mail or internet message. [Signature Page to Follow] 8 This Contract is dated and effective as of 1, 202[5/6]. SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 By Chairman, Board of Directors ATTEST: District Clerk U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Bank By Authorized Representative Attach as Exhibit A the fee schedule of the Bank. [Signature Page to Bond Registrar, Transfer Agent and Paying Agent Contract] CONTINUING DISCLOSURE UNDERTAKING $ ,000 SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 GENERAL OBLIGATION BONDS, SERIES 2025 (CUSIP BASE NUMBER ) This Undertaking is executed and delivered by Superstition Vistas Community Facilities District No. 2 (the"Issuer"), in connection with the issuance of the captioned municipal securities (the"Securities")for the benefit of the owners of the Securities,being the registered owners thereof or any person which has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any of the Securities (including persons holding the Securities through nominees, depositories or other intermediaries) or is treated as the owner of any Securities for federal income tax purposes. Section 1. Definitions. "Annual Report" shall mean any annual report provided by the Issuer pursuant to, and as described in, Section 2. "Authorizing Document" shall mean the resolution or resolutions authorizing the issuance of the Securities. "Dissemination Agent" shall mean any agent which has executed a dissemination agent agreement with the Issuer and such successors and assigns of such agent. "EMMA" shall mean the Electronic Municipal Market Access system of the Municipal Securities Rulemaking Board. Information regarding submissions to EMMA is available at http://emma.msrb.org. "Financial Obligation" shall mean a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or(iii) a guarantee of(i) or(ii). The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule. "Listed Events" shall mean any of the events listed in Section 3(a). "Notice of Listed Event" shall mean any notice provided by the Issuer pursuant to, and as described in, Section 3. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. Section 2. Contents and Provision of Annual Reports. (a) (i) SUBJECT TO ANNUAL APPROPRIATION TO COVER THE COSTS OF PREPARA TION AND MAILING THEREOF, THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION AGENT TO, NOT LATER THAN MARCH I OF EACH YEAR, COMMENCING MARCH 1, 2027, PROVIDE THROUGH EMMA AN ANNUAL REPORT WHICH IS CONSISTENT WITH THE REQUIREMENTS OF SUBSECTION(b) OF THIS SECTION. (ii) IF THE ISSUER IS UNABLE OR FOR ANY OTHER REASON FAILS TO PROVIDE AN ANNUAL REPORT OR ANY PART THEREOF BY THE DATE REQUIRED INSUBSECTION(a)(i) OF THIS SECTION, THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION AGENT TO, SEND A NOTICE TO THAT EFFECT NOT LATER THAN SUCH DATE THROUGH EMMA ALONG WITH THE OTHER PARTS, IF ANY, OF THE ANNUAL REPORT. (b) (i) The Annual Reports shall contain or incorporate by reference the following: (A) Information of the type in TABLES 2, 4, 5, 6, and 7 of the Official Statement, dated , 2025. (B) Audited financial statements for the preceding fiscal year, if any, such statements to be prepared on the basis of generally accepted accounting principles as applied to governmental units. The Issuer does not currently obtain audited financial statements. IF THE FISCAL YEAR OF THE ISSUER CHANGES, THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATIONAGENT TO,FILE A NOTICE OF SUCH CHANGE IN THE SAME MANNER AS FOR A NOTICE OF LISTED EVENT. (ii) The Annual Report may be submitted as a single document or as separate documents comprising a package and may incorporate by reference from other documents other information, including final offering documents of debt issues of the Issuer or related public entities which have been submitted to the Municipal Securities Rulemaking Board. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify each such other document so incorporated by reference. (iii) If audited financial statements are to be included in an Annual Report but are not available in time to satisfy the requirements of Subsection (a)(i) of this Section, unaudited financial statements must be provided at the requisite time as part of the Annual Report and as soon as possible (but not later than thirty (30) days) after such audited financial statements become available, the audited financial statements shall be provided through EMMA. Section 3. Reporting of Listed Events. (a) This Section shall govern the giving of notices of the occurrence of any of the following events (the "Listed Events") with respect to the Securities: 2 (i) Principal and interest payment delinquencies. (ii) Non-payment related defaults, if material. (iii) Unscheduled draws on debt service reserves reflecting financial difficulties. (iv) Unscheduled draws on credit enhancements reflecting financial difficulties. (v) Substitution of credit or liquidity providers, or their failure to perform. (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability,Notices of Proposed Issue(IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security. (vii) Modifications to rights of security holders, if material. (viii) Bond calls, if material, and tender offers. (ix) Defeasances. (x) Release, substitution or sale of property securing repayment of the securities, if material. (xi) Rating changes. (xii) Bankruptcy, insolvency, receivership or similar events of the obligated person, being if any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. (xiii) The consummation of a merger, consolidation or acquisition involving the obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. (xiv) Appointment of a successor or additional trustee or the change of the name of the trustee, if material. 3 (xv) Incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security holders, if material. (xvi) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties. (xvii) Notice of a failure of the obligated person to provide required annual financial information on or before the date specified in Section 2 above, including any non- appropriation to cover applicable costs. (b) Whether events subject to the standard "material" would be material shall be determined under applicable federal securities laws. (c) SUBJECT TO ANNUAL APPROPRIATION TO COVER THE COSTS OF PREPARA TIONAND MAILING THEREOF, THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION AGENT TO, PROMPTLY, BUT NOT MORE THAN TEN (10) BUSINESS DAYS THEREAFTER, FILE A NOTICE OF LISTED EVENT OF SUCH OCCURRENCE THROUGH EMMA. Section 4. Termination of Reporting Obli ag tion. The obligations of the Issuer pursuant to this Undertaking shall terminate upon the legal defeasance,prior redemption or payment in full of all of the Securities. SUBJECT TO ANNUAL APPROPRIATION TO COVER THE COSTS OF PREPARA TIONAND MAILING THEREOF, THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION AGENT TO, GIVE NOTICE OF SUCH TERMINATION THROUGH EMMA AS SOON AS PRACTICABLE, BUT NOT LATER THAN THE DATE ANANNUAL REPORT WOULD OTHERWISE HAVE BEENDUE. Section 5. Amendment or Waiver. (a) Notwithstanding any other provision of this Undertaking, the Issuer may amend this Undertaking,and any provision of this Undertaking may be waived,if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws, to the effect that (i) such amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the Issuer or type of business conducted; (ii) this Undertaking, as amended or affected by such waiver,would have complied with the requirements of the Rule at the time of the primary offering of the Securities, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances and(iii) such amendment or waiver does not materially impair the interests of the owners of the Securities, as determined either by parties (such as bond counsel) unaffiliated with the Issuer or by an approving vote of the registered owners of the Securities pursuant to the terms of the Authorizing Document at the time of the amendments. (b) The Annual Report containing amended operating data or financial information resulting from such amendment or waiver, if any, shall explain, in narrative form, the reasons for the amendment or waiver and the impact of the change in the type of operating data or 4 financial information being provided. If an amendment or waiver is made specifying the accounting principles to be followed in preparing financial statements, the Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Such comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information in order to provide information to investors to enable them to evaluate the ability of the Issuer to meet its obligations. To the extent reasonably feasible, such comparison also shall be quantitative. IF THE ACCOUNTING PRINCIPLES OF THE ISSUER CHANGE, THE ISSUER SHALL,OR SHALL CA USE THE DISSEMINATION AGENT TO, FILE A NOTICE OF SUCH CHANGE IN THE SAME MANNER AS FOR A NOTICE OF LISTED EVENT. Section 6. Additional Information. Nothing in this Undertaking shall be deemed to prevent the Issuer from disseminating any other information,using the means of dissemination set forth in this Undertaking or any other means of communication, or including any other information in any Annual Report or Notice of Listed Event, in addition to that which is required by this Undertaking. If the Issuer chooses to include any information in any Annual Report or Notice of Listed Event in addition to that which is specifically required by this Undertaking, the Issuer shall have no obligation under this Undertaking to update such information or include it in any future Annual Report or Notice of Listed Event. Section 7. Default. In the event of a failure of the Issuer to comply with any provision of this Undertaking, any owner of a Security for the benefit of which this Undertaking is being provided may take such actions as may be necessary and appropriate,including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under this Undertaking. A default under this Undertaking shall not be deemed an event of default for other purposes of the Authorizing Document, and the sole remedy under this Undertaking in the event of any failure of the Issuer to comply with this Undertaking shall be an action to compel performance. Section 8. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist the Issuer in satisfying the obligations of the Issuer hereunder and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. Section 9. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Undertaking and the applicable, related agency agreement, and, to the extent permitted by applicable law, the Issuer shall indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless for, from and against any loss, expense and liabilities which the Dissemination Agent may incur arising out of or in the exercise or performance of the powers and duties of the Dissemination Agent pursuant to this Undertaking and the applicable, related agency agreement, including the costs and expenses (including attorneys' fees) of defending against any claim of liability,but excluding liabilities due to the negligence or willful misconduct of the Dissemination Agent. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Securities. 5 Dated: , 2025 SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 By............................................................................... Chairman, Board of Directors [Signature page to Continuing Disclosure Undertaking] SPB Draft 11/17/25 $[PAR] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 GENERAL OBLIGATION BONDS, SERIES 2025 BOND PURCHASE AGREEMENT [Pricing Date], 2025 Superstition Vistas Community Facilities District No. 2 c/o City of Apache Junction, Arizona 300 E. Superstition Boulevard Apache Junction, Arizona 85119 Ladies and Gentlemen: The undersigned, Hilltop Securities Inc. (the "Underwriter"), acting on its own behalf, offers to enter into the following agreement (this "Bond Purchase Agreement") with Superstition Vistas Community Facilities District No. 2 (the "Issuer") which, upon the Issuer's written acceptance of this offer, will be binding upon the Issuer and upon the Underwriter. This offer is made subject to the Issuer's written acceptance hereof on or before 11:59 p.m., MST, on [Pricing Date], 2025, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Issuer at any time prior to the acceptance hereof by the Issuer. In addition to acceptance of this Bond Purchase Agreement by the Issuer, as provided above,the obligations of the Underwriter and the Issuer under this Bond Purchase Agreement shall be conditioned on delivery of fully-executed Indemnity Letter, dated the date hereof, from Brookfield Communities US Holdings LLC (`Brookfield Communities") and North America Sekisui House,LLC("NASH")(the`Brookfield Communities/NASH Indemnity Letter")the form of which is attached hereto as Attachment I, and the Indemnity Letter, dated the date hereof, from Brookfield ASLD 8500 LLC (the "Developer") (the "Developer Indemnity Letter"), the form of which is attached hereto as Attachment II. Delivery includes, in both cases, sending in the form of a facsimile or telecopy or via the internet as a portable document format (PDF) file or other replicating image attached to an electronic message. 1. Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriter, all,but not less than all, of the Issuer's General Obligation Bonds, Series 2025 in the aggregate principal amount of $[PAR] (the "Bonds"). Inasmuch as this purchase and sale represents a negotiated transaction, the Issuer acknowledges and agrees that: (i)the primary role of the Underwriter, as an underwriter, is to purchase securities, for resale to investors, in an arm's- length commercial transaction between the Issuer and the Underwriter and that the Underwriter 1105904835\2\ has financial and other interests that differ from those of the Issuer; (ii)the Underwriter is not acting as a municipal advisor, financial advisor, or fiduciary to the Issuer and has not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Issuer on other matters); (iii) the only obligations the Underwriter has to the Issuer with respect to the transaction contemplated hereby expressly are set forth in this Bond Purchase Agreement; and (iv) the Issuer has consulted its own legal, accounting,tax and other advisors, as applicable, to the extent it deems appropriate. The Underwriter has provided to the Issuer prior disclosures under Rule G-17 of the Municipal Securities Rulemaking Board (the "MSRB"), which have been received by the Issuer. The principal amount of the Bonds to be issued, the dated date therefor, the maturities and redemption provisions and interest rates per annum and related yields are set forth in Schedule I hereto. The Bonds shall be as described in, and shall be issued and secured under and pursuant to the provisions of the resolution adopted by the Board of Directors of the Issuer (the "District Board") on [December 2], 2025 (the "Bond Resolution"). The purchase price for the Bonds shall be $ (the "Purchase Price"), representing (i) the par amount of the Bonds, plus (ii) the [net] reoffering premium on the Bonds of$ and less (iii) an underwriting discount on the Bonds of$ [For convenience, the Underwriter shall pay by the Closing (as defined herein), on behalf of the Issuer, $ from the proceeds of the Bonds to the Insurer (as defined herein) as payment of the bond insurance premium for the Policy (as defined herein).] 2. Public Offering. The Underwriter agrees to make an initial public offering of all of the Bonds at a price not to exceed the public offering price set forth on the inside front cover page of the Official Statement (as defined herein) and may subsequently change such offering price without any requirement of prior notice. Subject to the issue price rules, the Underwriter may offer and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than the public offering prices stated on the inside front cover page of the Official Statement. 3. Establishment of Issue Price. (a) The Underwriter agrees to assist the Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Issuer on the Closing Date(as defined herein) an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and Greenberg Traurig, LLP ("Bond Counsel"), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. (b) [Except as otherwise set forth in Schedule II attached hereto,]the Issuer will treat the first price at which 10% of each maturity of the Bonds [(the "10% Test")] is sold 2 1105904835\2\ to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of Bonds. [If at that time the 10% Test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Issuer the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred,until either(i)the Underwriter has sold all Bonds of that maturity or(ii)the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter's reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Issuer or Bond Counsel.] For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. (c) [The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the"initial offering price"), or at the corresponding yield or yields, set forth in Schedule II attached hereto, except as otherwise set forth therein. Schedule II also sets forth, as of the date of this Bond Purchase Agreement,the maturities,if any, of the Bonds for which the 10%Test has not been satisfied and for which the Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity(the"hold-the-offering-price rule"). So long as the hold-the-offering- price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (i) The close of the fifth(5th)business date after the sale date; or (ii) The date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Issuer promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.] (d) [The Underwriter confirms that: (i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third- party distribution agreement, as applicable: A. (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing 3 1105904835\2\ Date has occurred,until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter,and(ii)to comply with the hold- the-offering-price rule, if applicable, if and for so long as directed by the Underwriter, B. to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and C. to acknowledge that, unless otherwise advised by the dealer or broker-dealer,the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public. (ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-parry distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it,whether or not the Closing Date has occurred,until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.] (e) [The Issuer acknowledges that, in making the representations set forth in this Section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and(ii) in the event that a third-parry distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a parry to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the 4 1105904835\2\ requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds.] (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Section. Further, for purposes of this Section: (i) "public" means any person other than an underwriter or a related party, (ii) "underwriter" means (A) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public), [and] (iii) a purchaser of any of the Bonds is a"related party"to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii)more than 50%common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or(iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other)[, and][.] (iv) ["sale date" means the date of execution of this Bond Purchase Agreement by all parties.] 4. The Official Statement. (a) The Issuer has approved and delivered or caused to be delivered to the Underwriter copies of the Preliminary Official Statement, dated , 2025 (which, including the cover page and all appendices thereto,is herein referred to as the"Preliminary Official Statement"). It is acknowledged by the Issuer that the Underwriter may deliver the Preliminary Official Statement and a final Official Statement (as hereinafter defined) electronically over the internet and in printed paper form.The Issuer deems the Preliminary Official Statement final as of its date and as of the date hereof for purposes of Rule 15c2- 12 promulgated under the Securities Exchange Act of 1934, as amended("Rule 15c2-12"), except for any information which is permitted to be omitted therefrom in accordance with paragraph (b)(1) of Rule 15c2-12. 5 1105904835\2\ (b) The Issuer represents that the District Board has reviewed and approved the information in the Preliminary Official Statement and hereby authorizes the Official Statement and the information contained therein to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The Issuer ratifies the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. The Issuer shall provide, or cause to be provided,to the Underwriter as soon as practicable after the date of the Issuer's acceptance of this Bond Purchase Agreement (but, in any event, not later than within seven business days after the Issuer's acceptance of this Bond Purchase Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriter in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB. The Issuer hereby confirms that it does not object to the distribution of the Official Statement in electronic form. (c) If, after the date of this Bond Purchase Agreement to and including the date the Underwriter is no longer required to provide an Official Statement to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of(i) 90 days from the end of the underwriting period (as defined in Rule 15c2-12) and(ii)the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the "end of the underwriting period" for the Bonds), the Issuer becomes aware of any fact or circumstance which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law,the Issuer will notify the Underwriter(and for the purposes of this clause provide the Underwriter with such information as it may from time to time request), and if, in the opinion of the Underwriter or the Issuer, such fact or circumstance requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish,at the Issuer's own expense(in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing,the Issuer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (d) The Underwriter hereby agrees to file the Official Statement with the Electronic Municipal Market Access system of the MSRB. Unless otherwise notified in writing by the Underwriter,the Issuer can assume that the"end of the underwriting period" for purposes of Rule 15c2-12 is the Closing Date. 5. Representations, Warranties, and Covenants of the Issuer. The Issuer hereby represents and warrants to and covenants with the Underwriter that: 6 1105904835\2\ (a) The Issuer is a community facilities district duly organized and validly existing pursuant to Title 48, Chapter 4,Article 6,Arizona Revised Statutes(the"Enabling Act"), and has full legal right, power and authority under the Enabling Act and the Bond Resolution to(i)authorize,execute,deliver and issue,as applicable(A)this Bond Purchase Agreement, (B) the Bonds, (C) a Bond Registrar, Transfer Agent and Paying Agent Contract,to be dated as of[ ] 1,2025 (the"Bond Registrar Agreement"),between the Issuer and U.S. Bank Trust Company, National Association, as bond registrar and paying agent (the "Bond Registrar"), and (D) a Continuing Disclosure Undertaking of the Issuer, to be dated the Closing Date, which satisfies the requirements of Section (b)(5)(i) of Rule 15c2-12 (the"Undertaking"and,together with this Bond Purchase Agreement and the Bond Registrar Agreement, the "Issuer Documents"); (ii) sell, issue and deliver the Bonds to the Underwriter as provided herein; and (iii) carry out and consummate the transactions contemplated by the Bond Resolution, the Issuer Documents and the Official Statement, and the Issuer has complied, and will at the Closing be in compliance in all material respects, with the terms of the Enabling Act, the Bond Resolution and the Issuer Documents as they pertain to such transactions; (b) By all necessary official action of the Issuer prior to or concurrently with the acceptance hereof, the Issuer has duly authorized all necessary action to be taken by it for(i)the adoption of the Bond Resolution and the sale and issuance of the Bonds, (ii)the approval, execution and delivery of, and the performance by the Issuer of the obligations on its part contained in, the Bonds and the Issuer Documents and (iii) the consummation by it of all other transactions contemplated by the Official Statement,the Issuer Documents and any and all such other agreements and documents as may be required to be executed, delivered and/or received by the Issuer in order to carry out,give effect to,and consummate the transactions contemplated herein and in the Official Statement; (c) The Issuer Documents constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors' rights and, in the case of the Undertaking, annual appropriation of amounts to pay for compliance therewith, and the Bonds, when issued, delivered and paid for, in accordance with the Bond Resolution and this Bond Purchase Agreement, will constitute legal, valid and binding obligations of the Issuer, entitled to the benefits of the Bond Resolution, and enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium, and other similar laws and principles of equity relating to or affecting the enforcement of creditors' rights,and all actions necessary to create a legal,valid and binding levy on all of the taxable property in the Issuer of a direct, annual, ad valorem tax, unlimited as to rate and amount, sufficient to pay all the principal of and interest on the Bonds as the same become due shall have been or shall be taken to the extent such action may be taken or prior to the Closing; (d) The Issuer is not in breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement,indenture,bond, note, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer is otherwise subject, no event has occurred and is continuing which constitutes 7 1105904835\2\ or with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the Issuer under any of the foregoing and the execution and delivery of the Bonds and the Issuer Documents and the adoption of the Bond Resolution and compliance with the provisions on the Issuer's part contained therein,will not conflict with or constitute a material breach of or default under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer is otherwise subject or under the terms of any such law, regulation or instrument; (e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body,board,agency or commission having jurisdiction of the matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Issuer of its obligations under the Bond Resolution, the Issuer Documents, and the Bonds have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any jurisdiction in connection with the offering and sale of the Bonds; (f) The Bonds conform to the descriptions thereof contained in the Preliminary Official Statement and the Official Statement under the heading"THE BONDS";the Bond Resolution conforms to the description thereof contained in the Preliminary Official Statement and the Official Statement under the heading "THE BONDS — Authorization and Purpose"; the proceeds of the sale of the Bonds will be applied generally as described in the Preliminary Official Statement and the Official Statement under the heading "THE BONDS —Authorization and Purpose" and the Undertaking will be in substantially the form contained in Appendix C to the Preliminary Official Statement and the Official Statement; (g) There is no litigation, action, suit, proceeding, inquiry or investigation, at law or in equity,before or by any court,government agency,public board or body,pending or overtly threatened against the Issuer, affecting the existence of the Issuer or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the levying, assessment, or collection of the property taxes for the payment of the Bonds pursuant to the Bond Resolution or in any way contesting or affecting the adoption of the Bond Resolution or the validity or enforceability of the Bonds or the Issuer Documents, or contesting the exclusion from gross income of interest on the Bonds for federal income tax purposes or State income tax purposes, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or any supplement thereto, or, when finalized, the Official Statement or any supplement thereto, or contesting the powers of the Issuer or any authority for the issuance of the Bonds, the adoption of the Bond Resolution or the execution and delivery of the Issuer Documents, nor, to the best knowledge of the Issuer, is there any basis therefor, except as disclosed in the Preliminary Official Statement,as supplemented,or the Official Statement, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds or the Issuer Documents; 8 1105904835\2\ (h) The Preliminary Official Statement as of its date did not, and the Official Statement as of the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (i) At the time of the Issuer's acceptance hereof and (unless the Official Statement is amended or supplemented pursuant to Section 4(c) of this Bond Purchase Agreement), at all times subsequent to the acceptance hereof during the period up to and including the Closing Date,the Official Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; 0) Except for information which is permitted to be omitted pursuant to Rule 15c2-12(b)(1), the information and statements contained in the Preliminary Official Statement and any supplements thereto, as of its date and as of the date hereof did not and will not, and the information and statements contained in the Official Statement and any supplements thereto, as of their respective dates does not and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which made, not misleading; (k) The Issuer will apply, or cause to be applied, the proceeds from the sale of the Bonds as provided in and subject to all of the terms and provisions of the Bond Resolution and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes or State income tax purposes of the interest on the Bonds; (1) The Issuer, at the expense of the Underwriter,will furnish such information and execute such instruments and take such action in cooperation with the Underwriter as the Underwriter may reasonably request (i) to (A) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Underwriter may designate and (B) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and (ii) to continue such qualifications in effect so long as required for the distribution of the Bonds (provided, however, that the Issuer will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction) and will advise the Underwriter immediately of receipt by the Issuer of any notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; (m) The financial information regarding the Issuer in the Preliminary Official Statement and the Official Statement fairly presents the financial position and results of the Issuer as of the dates and for the periods therein set forth; prior to the Closing, there will be no adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the Issuer; and the Issuer is not a party to any 9 1105904835\2\ litigation or other proceeding pending or overtly threatened which, if decided adversely to the Issuer, would have a materially adverse effect on the financial condition of the Issuer; (n) To the extent the Issuer may agree to do so pursuant to applicable law,prior to the Closing the Issuer will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any of the revenues or assets which will secure the Bonds without the prior approval of the Underwriter which approval will not be unreasonably withheld; (o) The Issuer has executed and delivered or shall execute and deliver prior to the Closing, and in time for the Closing to occur at its specified time, the documents required to cause the Bonds to be eligible for deposit with DTC (as defined herein); (p) Any certificate, signed by any official of the Issuer authorized to do so in connection with the transactions contemplated by this Bond Purchase Agreement, shall be deemed a representation and warranty by the Issuer to the Underwriter as to the statements made therein; (q) Except as disclosed in the Preliminary Official Statement and the Official Statement, the Issuer is in material compliance with each and every continuing disclosure undertaking entered into pursuant to Rule 15c2-12 for the past five years, as applicable; and (r) The Issuer has submitted the information required with respect to previous issuances of bonds and securities pursuant to Section 35-501(B),Arizona Revised Statutes. 6. Closing. (a) At 8:00 a.m. MST, on [Closing Date], 2025, or at such other time and date as shall have been mutually agreed upon by the Issuer and the Underwriter (the "Closing Date"), the Issuer will, subject to the terms and conditions hereof, deliver the Bonds to the Underwriter duly executed and authenticated, together with the other documents hereinafter mentioned,and the Underwriter will,subject to the terms and conditions hereof, accept such delivery and pay the Purchase Price of the Bonds as set forth in Section 1 of this Bond Purchase Agreement by wire transfer payable in immediately available funds to the order of the Issuer(the "Closing"). Payment for the Bonds as aforesaid shall be made at the offices of Bond Counsel,or such other place as shall have been mutually agreed upon by the Issuer and the Underwriter. (b) Delivery of the Bonds shall be made to The Depository Trust Company ("DTC"). The Bonds shall be delivered in definitive fully registered form,bearing CUSIP numbers without coupons,with one Bond for each maturity of the Bonds, registered in the name of Cede & Co., all as provided in the Bond Resolution, and shall be made available to the Underwriter at least one business day before the Closing for purposes of inspection. 7. Closing Conditions. The Underwriter has entered into this Bond Purchase Agreement in reliance upon the representations,warranties and agreements of the Issuer contained herein and of Brookfield Communities and NASH contained in the Brookfield 10 1105904835\2\ Communities/NASH Indemnity Letter, and of the Developer contained in the Developer Indemnity Letter and in reliance upon the representations, warranties, and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the Underwriter's obligations under this Bond Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Issuer of its obligations to be performed hereunder, by Brookfield Communities and NASH of its obligations pursuant to the Brookfield Communities/NASH Indemnity Letter, and by the Developer of its obligations pursuant to the Developer Indemnity Letter, and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions, including the delivery by the Issuer of such documents as are enumerated herein, in form and substance reasonably satisfactory to the Underwriter: (a) The representations and warranties of the Issuer contained herein and the representations and warranties of Brookfield Communities and NASH contained in the Brookfield Communities/NASH Indemnity Letter, and of the Developer contained in the Developer Indemnity Letter, shall be true, complete and correct on the date hereof and on and as of the Closing Date, as if made on the Closing Date; (b) The Issuer shall have performed and complied with all agreements and conditions required by this Bond Purchase Agreement to be performed or complied with by it prior to or at the Closing; (c) At the time of the Closing, (i) the Bond Resolution, the Issuer Documents and the Bonds shall be in full force and effect in the form heretofore approved by the Underwriter and shall not have been amended, modified or supplemented, and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter; and (ii) all actions of the Issuer required to be taken by the Issuer shall be performed in order for Bond Counsel and counsel to the Underwriter to deliver their respective opinions referred to hereafter; (d) At the time of the Closing, all official action of the Issuer relating to the Bonds, the Bond Resolution and the Issuer Documents shall be in full force and effect and shall not have been amended, modified or supplemented; (e) At or prior to the Closing, the Bond Resolution shall have been duly executed and delivered by the Issuer and the Issuer shall have duly executed and delivered and the Bond Registrar shall have duly authenticated the Bonds; (f) At the time of the Closing, there shall not have occurred any change or any development involving a prospective change in the condition, financial or otherwise, or in the revenues or operations of the Issuer,Brookfield Communities,NASH or the Developer, from that set forth in the Official Statement that in the judgment of the Underwriter, is material and adverse and that makes it, in the judgment of the Underwriter, impracticable to market the Bonds on the terms and in the manner contemplated in the Official Statement; 11 1105904835\2\ (g) The Issuer shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money; (h) All steps to be taken and all instruments and other documents to be executed, and all other legal matters in connection with the transactions contemplated by this Bond Purchase Agreement shall be reasonably satisfactory in legal form and effect to the Underwriter; (i) At or prior to the Closing, the Underwriter shall have received copies of each of the following documents: (1) The Official Statement,and each supplement or amendment thereto, if any, executed on behalf of the Issuer by the Chairman of the District Board, or such other official as may have been agreed to by the Underwriter, and the reports and audits referred to or appearing in the Official Statement; (2) The Bond Resolution with such supplements or amendments as may have been agreed to by the Underwriter; (3) The Issuer Documents; (4) The approving opinion of Bond Counsel, dated the Closing Date, with respect to the Bonds, in substantially the form attached to the Official Statement; (5) A supplemental opinion of Bond Counsel, dated the Closing Date, addressed to the Underwriter, and in substantially the form attached hereto as Exhibit B. (6) An opinion of Ballard Spahr LLP, Counsel to Brookfield Communities, NASH and the Developer, dated the Closing Date, addressed to the Underwriter and the Issuer, and in substantially the form attached hereto as Exhibit C; (7) An opinion of counsel to the Underwriter, dated the Closing Date, addressed to the Underwriter, and in substantially the form attached hereto as Exhibit D; (8) A certificate from Brookfield Communities and NASH, dated the Closing Date, signed by an authorized official of Brookfield Communities and NASH and in form and substance satisfactory to Bond Counsel and counsel to the Underwriter, to the effect that the representations and warranties contained in the Brookfield Communities/NASH Indemnity Letter and in the documents executed by Brookfield Communities and NASH in connection with the issuance of the Bonds are true and correct in all material respects as of the Closing Date; (9) A certificate from the Developer, dated the Closing Date, signed by an authorized official of the Developer and in form and substance satisfactory to 12 1105904835\2\ Bond Counsel and counsel to the Underwriter, to the effect that the representations and warranties contained in the Developer Indemnity Letter and in the documents executed by the Developer in connection with the issuance of the Bonds are true and correct in all material respects as of the Closing Date; (10) A certificate or certificates of the Issuer, dated the Closing Date, signed by an authorized official or officials of the Issuer and in form and substance satisfactory to the Underwriter, in which such official states that: (i) the representations and warranties of the Issuer contained herein are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date; (ii) no litigation or proceeding or tax challenge against it is pending or, to the best of such representatives' knowledge, threatened in any court or administrative body nor is there a basis for litigation which would (a) contest the right of the members or officials of the Issuer to hold and exercise their respective positions, (b) contest the due organization and valid existence of the Issuer, (c) contest the validity, due authorization and execution of the Bonds or the Issuer Documents or (d) attempt to limit, enjoin or otherwise restrict or prevent the Issuer from functioning and levying, assessing and collecting the property taxes from which the Bonds are payable pursuant to the Bond Resolution, nor to the best of such representatives' knowledge, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially, adversely affect the validity or enforceability of the Bond Resolution,the Bonds or the Issuer Documents or the levy, collection and pledge of ad valorem property taxes as described in the Bond Resolution imposed and levied or to be imposed and levied to pay debt service with respect to the Bonds, or the imposition thereof, or have a material, adverse effect on the financial condition of the Issuer; (iii) the Bond Resolution has been duly adopted by the Issuer, is in full force and effect and has not been modified, amended or repealed; (iv) no event affecting the Issuer has occurred since the date of the Preliminary Official Statement to the date hereof and the date of the Official Statement to the Closing Date which should be disclosed in the Preliminary Official Statement or the Official Statement, as applicable, for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein, in light of the circumstances under which made, not misleading as of the time of Closing, and the information contained in the Preliminary Official Statement and the Official Statement is correct in all material respects and, as of the date of the Preliminary Official Statement and the date hereof and as of the date of the Official Statement did not, and as of the Closing Date does not, contain any untrue statement of a material fact or omit to state a 13 1105904835\2\ material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and (v) the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied prior to the Closing. (11) A certificate, dated the Closing Date, of appropriate representatives of the Issuer in form and substance satisfactory to Bond Counsel and counsel to the Underwriter(a) setting forth the facts, estimates and circumstances in existence on the Closing Date, which establish that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be"arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended(the"Code"), and any applicable regulations(whether final,temporary or proposed), issued pursuant to the Code, and (b) certifying that to the best of their knowledge and belief, there are no other facts, estimates or circumstances that would materially change the conclusions, representations and expectations contained in such certificate; (12) Any other certificates and opinions required by the Bond Resolution for the issuance thereunder of the Bonds; (13) [Evidence that [Rating Agency], has issued a rating of"_" to the Bonds based on issuance of the Policy(together,the"Ratings"),and that the Rating is then in effect;] (14) The filing copy of the Information Return Form 8038-G (IRS) for the Bonds; (15) The filing copy of the Report of Bond and Security Issuance for the Arizona Department of Administration pursuant to Section 35-501(B), Arizona Revised Statutes, as amended; (16) [Evidence that (the "Insurer") has issued its municipal bond insurance policy (the "Policy") with respect to the Bonds as well as appropriate opinions and certifications from the Insurer relating to the Policy; and] (17) Such additional legal opinions, certificates, instruments and other documents as the Underwriter or counsel to the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the representations and warranties of the Issuer, Brookfield Communities,NASH and the Developer contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Issuer, Brookfield Communities, NASH and the Developer on or prior to the Closing Date of all the respective agreements then to be performed and conditions then to be satisfied by the Issuer, Brookfield Communities, NASH and the Developer, respectively. 14 1105904835\2\ All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriter. If the Issuer, Brookfield Communities, NASH or the Developer shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Bond Purchase Agreement, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the Issuer shall be under any further obligation hereunder, except that the respective obligations of the Issuer and the Underwriter set forth in Section 9(c) hereof shall continue in full force and effect. 8. Termination. The Underwriter shall have the right to cancel its obligation to purchase the Bonds if, between the date of this Bond Purchase Agreement and the Closing, the market price or marketability of the Bonds shall be materially adversely affected, in the sole judgment of the Underwriter,by the occurrence of any of the following: (a) legislation shall be enacted by or introduced in the Congress of the United States or recommended to the Congress for passage by the President of the United States, or the Treasury Department of the United States or the Internal Revenue Service or any member of the Congress or the State legislature or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, a decision by a court of the United States or of the State or the United States Tax Court shall be rendered, or an order, ruling, regulation(final, temporary or proposed), press release, statement or other form of notice by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made or proposed,the effect of any or all of which would be to impose, directly or indirectly, federal income taxation or State income taxation upon income of the general character to be derived by the Issuer pursuant to the Bond Resolution, or upon interest received on obligations of the general character of the Bonds, or, with respect to State taxation,of the interest on the Bonds as described in the Official Statement, or other action or events shall have transpired which may have the purpose or effect, directly or indirectly, of changing the federal income tax consequences or State income tax consequences of any of the transactions contemplated herein; (b) legislation introduced in or enacted (or resolution passed) by the Congress or an order,decree,or injunction issued by any court of competent jurisdiction,or an order, ruling, regulation (final, temporary, or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission (the "SEC"), or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the Securities Act of 1933, or that the Bond Resolution is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, or that the offering, sale or issuance of obligations of the general character of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement or 15 1105904835\2\ otherwise, is or would be in violation of the federal securities law as amended and then in effect; (c) any state blue sky or securities commission or other governmental agency or body shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; (d) a general suspension of trading in securities on the New York Stock Exchange, the American Stock Exchange or other major exchange shall be in force, or the establishment of minimum prices on any such exchange, the establishment of material restrictions (not in force as of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange, a general banking moratorium declared by federal, State of New York, or State officials authorized to do so; (e) the New York Stock Exchange or other national securities exchange or any governmental authority, shall impose, as to the Bonds or as to obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force,with respect to the extension of credit by,or the change to the net capital requirements of, the Underwriter; (f) any amendment to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the Issuer, its property, income securities (or interest thereon), or the validity or enforceability of the assessments or the levy of taxes to pay principal of and interest on the Bonds; (g) (i) prior to the delivery of the Official Statement to the Underwriter, any event of circumstance shall exist that either makes untrue or incorrect in any material respect any statement or information in the Preliminary Official Statement as "deemed final"(as defined in Rule 15c2-12), other than any statement provided by the Underwriter, or is not reflected in the deemed final Preliminary Official Statement, but should be reflected therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either such event, the Issuer refuses to permit the deemed final Preliminary Official Statement to be supplemented to supply such statement or information, or the effect of the deemed final Preliminary Official Statement as so supplemented is to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (ii) any event or circumstance shall exist that either makes untrue or incorrect in any material respect any statement or information in the Official Statement (other than any statement provided by the Underwriter) or is not reflected in the Official Statement but should be reflected therein in order to make the statements therein, in the light of the circumstances under which they were made,not misleading and, in either such event, the Issuer refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented 16 1105904835\2\ is to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (h) there shall have occurred since the date of this Bond Purchase Agreement any materially adverse change in the affairs or financial condition of the Issuer,Brookfield Communities,NASH or the Developer; (i) the United States shall have become engaged in hostilities which have resulted in a declaration of war or a national emergency or there shall have occurred any other outbreak or escalation of hostilities or a national or international calamity or crisis, financial or otherwise; 0) there shall have occurred or any notice shall have been given of any intended review,downgrading, suspension,withdrawal,or negative change in credit watch status by any national rating service to any of the Issuer's obligations [or the Insurer]; (k) the purchase of and payment for the Bonds by the Underwriter,or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority,board, agency or commission; (1) a material disruption in securities settlement,payment or clearance services affecting the Bonds shall have occurred; and (m) any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a change to the net capital requirements of, underwriters shall have been established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order. 9. Expenses. (a) The Underwriter shall be under no obligation to pay, and the Issuer shall pay,but only from proceeds of the sale of the Bonds or other legally available funds of the Issuer should the Issuer determine to apply funds for such purposes, any expenses incident to the performance of the Issuer's obligations hereunder,including,but not limited to(i)the cost of preparation and printing of the Bonds and preparation and printing or posting of the Preliminary Official Statement and the Official Statement; (ii)the fees and disbursements of Bond Counsel and counsel to the Underwriter; (iii) the fees and disbursements of the Bond Registrar; (iv) the fees and disbursements of Piper Sandler & Co., as municipal advisor to the Issuer; (v) the fees and disbursements of any other engineers, accountants, and other experts,consultants or advisers retained by the Issuer; (vi) [the fees and expenses incurred by the Issuer or the Underwriter for the Rating,] [and the Policy]; and (vii) reimbursement of normally occurring "out of pocket" expenses incurred by the Underwriter on the Issuer's behalf. (b) The Underwriter shall pay (i) the cost of any Blue Sky Survey and Legal Investment Memorandum; (ii) all advertising expenses in connection with the public 17 1105904835\2\ offering of the Bonds; and (iii) all other expenses incurred by it in connection with the public offering of the Bonds. (c) If this Bond Purchase Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Issuer to comply with the terms or to fulfill any of the conditions of this Bond Purchase Agreement, or if for any reason the Issuer shall be unable to perform its obligations under this Bond Purchase Agreement, the Issuer will reimburse the Underwriter for all"out-of-pocket"expenses reasonably incurred by the Underwriter in connection with this Bond Purchase Agreement or the offering contemplated hereunder. (d) The Issuer acknowledges that it has had an opportunity,in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider the fees and expenses being incurred as part of the issuance of the Bonds. 10. Notices. Any notice or other communication to be given to the Issuer under this Bond Purchase Agreement may be given by delivering the same in writing to the address set forth on the first page of this Bond Purchase Agreement, and any notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be given by delivering the same in writing to Hilltop Securities Inc.,4455 E. Camelback Rd.,Building E, Suite 280,Phoenix, Arizona 85018, Attention: Janelle Gold. 11. Parties in Interest. This Bond Purchase Agreement as heretofore specified shall constitute the entire agreement between us and is made solely for the benefit of the Issuer and the Underwriter(including successors or assigns of the Underwriter)and no other person shall acquire or have any right hereunder or by virtue hereof. This Bond Purchase Agreement may not be assigned by the Issuer. All of the Issuer's representations, warranties and agreements contained in this Bond Purchase Agreement shall remain operative and in full force and effect, regardless of (i) any investigations made by or on behalf of the Underwriter; (ii) delivery of and payment for the Bonds pursuant to this Bond Purchase Agreement; and (iii) any termination of this Bond Purchase Agreement. 12. Effectiveness. This Bond Purchase Agreement shall become effective upon the acceptance hereof by the Issuer and shall be valid and enforceable at the time of such acceptance. 13. Choice of Law. This Bond Purchase Agreement shall be governed by and construed in accordance with the law of the State. 14. Severability. If any provision of this Bond Purchase Agreement shall be held or deemed to be or shall, in fact,be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Bond Purchase Agreement invalid, inoperative or unenforceable to any extent whatever. 18 1105904835\2\ 15. Business Day. For purposes of this Bond Purchase Agreement, "business day" means any day on which the New York Stock Exchange is open for trading. 16. Section Headings. Section headings have been inserted in this Bond Purchase Agreement as a matter of convenience of reference only,and it is agreed that such section headings are not a part of this Bond Purchase Agreement and will not be used in the interpretation of any provisions of this Bond Purchase Agreement. 17. Counterparts. This Bond Purchase Agreement may be executed in several counterparts each of which shall be regarded as an original(with the same effect as if the signatures thereto and hereto were upon the same document) and all of which shall constitute one and the same document. 18. Cancellation of Bond Purchase Agreement. As required by the provisions of Arizona Revised Statutes Section 38-511, notice is hereby given that the State, its political subdivisions (including the Issuer) or any department or agency of either may, within three years after its execution, cancel any contract, without penalty or further obligation, made by the State, its political subdivisions,or any of the departments or agencies of either if any person significantly involved in initiating,negotiating, securing, drafting or creating the contract on behalf of the State, its political subdivisions, or any of the departments or agencies of either is, at any time while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or a consultant to any other party of the contract with respect to the subject matter of the contract. The cancellation shall be effective when written notice from the Governor or the chief executive officer or governing body of the political subdivision is received by all other parties to the contract unless the notice specifies a later time. The State, its political subdivisions or any department or agency of either may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the State,its political subdivisions or any department or agency of either from any other party to the contract arising as the result of the contract. This Section is not intended to expand or enlarge the rights of the Issuer hereunder except as required by such Section 38-511. Each of the parties hereto hereby certifies that it is not presently aware of any violation of Section 38-511 which would adversely affect the enforceability of this Bond Purchase Agreement and covenants that it shall take no action which would result in a violation of such Section. [Remainder of page left blank intentionally] 19 1105904835\2\ If you agree with the foregoing,please sign the enclosed counterpart of this Bond Purchase Agreement and return it to the Underwriter. This Bond Purchase Agreement shall become a binding agreement between you and the Underwriter when at least the counterpart hereof shall have been signed by or on behalf of each of the parties hereto and the Indemnity Letter have been delivered as provided herein. Very truly yours, HILLTOP SECURITIES INC. By: Name: Title: ACCEPTED at a.m./p.m. MST this day of , 2025 SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 By: Name: Title: [Signature Page to Bond Purchase Agreement— Superstition Vistas Community Facilities District No. 2 General Obligation Bonds, Series 2025] 1105904835 Schedule I to Bond Purchase Agreement $[PAR] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 GENERAL OBLIGATION BONDS, SERIES 2025 Dated Date: [Closing Date], 2025 First Interest Payment Date: July 15, 2026 BOND PAYMENT PROVISIONS MATURITY PRINCIPAL INTEREST DULY 15 AMOUNT RATE YIELD Optional Redemption. The Bonds maturing on or after July 15, 20_, will be redeemable, on or after July 15, 20_, at the option of the District, in whole on any date or, in part on any Interest Payment Date, upon not more than sixty (60) nor less than thirty (30) days' prior notice, upon payment of the applicable redemption price which will consist of the principal amount of the Bonds so redeemed plus interest,if any,on the Bonds so redeemed from the most recent Interest Payment Date to the applicable redemption date without premium. Schedule I—page 1 1105904835\2\ [Schedule II] to Bond Purchase Agreement $[PAR] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 GENERAL OBLIGATION BONDS, SERIES 2025 Maturities for which the 10% was met Maturity Date Principal Interest Jul 15 Amount Rate Yield Price Issue Price Maturities for which the 10% rule was not met Maturity Date Principal Interest Jul 15 Amount Rate Yield Price Issue Price Schedule II—page 1 1105904835\2\ ATTACHMENT BROOKFIELD COMMUNITIES/NASH INDEMNITY LETTER [Pricing Date], 2025 Hilltop Securities Inc. 4455 East Camelback Road, Suite E280 Phoenix, Arizona 85018 Superstition Vistas Community Facilities District No. 2 c/o City of Apache Junction, Arizona 300 E. Superstition Boulevard Apache Junction, Arizona 85119 Attention: District Treasurer Re: Superstition Vistas Community Facilities District No. 2 General Obligation Bonds, Series 2025 Ladies and Gentlemen: This letter (the "Indemnity Letter") is delivered by Brookfield Communities US Holdings LLC[, a California limited liability company] (`Brookfield Communities") and North America Sekisui House, LLC[, a California limited liability company] ("NASH"), jointly and severely, in order to induce Hilltop Securities Inc. (the "Underwriter") and Superstition Vistas Community Facilities District No. 2 (the "District") to enter into the Bond Purchase Agreement, dated[Pricing Date],2025 (the"Purchase Agreement"),related to the purchase by the Underwriter of the captioned bonds (the"Bonds"). Terms that are defined in the Purchase Agreement have the meanings ascribed to them therein when used herein. 1. In consideration of the execution and delivery of the Purchase Agreement, Brookfield Communities and NASH each represent and warrant to the Underwriter and the District, as applicable, that: (a) Brookfield Communities is a limited liability company duly formed and [existing under the laws of the State of California] and qualified to do business in Arizona. (b) NASH is a limited liability company duly formed and [existing under the laws of the State of California] and qualified to do business in Arizona. (c) The information in the Preliminary Official Statement and the Official Statement under the headings "INTRODUCTION" (but only as to those portions which discuss Brookfield Communities and NASH and cross-referenced to "LAND DEVELOPMENT" and "THE PUBLIC INFRASTRUCTURE"), "LAND DEVELOPMENT," "THE PUBLIC Attachment I-1 1105904835\2\ INFRASTRUCTURE," and "RISK FACTORS" (except the information under the subheading "Direct and Overlapping Indebtedness and Taxes"),and in Appendix E—"SUMMARY OF ASLD DOCUMENTS,"respectively,is true and correct in all material respects for the purposes for which its use is or was authorized,and such information did not and does not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein in light of the circumstances under which they are or were made, not misleading. (d) Neither the execution or delivery of this Indemnity Letter nor the Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, dated as of October 10, 2022, by and among the City of Apache Junction(the"City"), the District, Brookfield Homes Holdings LLC, and Brookfield ASLD 8500 LLC (`Brookfield 8500"), as thereafter amended by the First Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, dated as of January 25, 2024, by and among the City, the District, Brookfield Homes Holdings LLC and Brookfield 8500, and as further amended by the Second Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, by and among the City, the District, Brookfield Communities, NASH, and the Developer, dated as of [ ], 2025 (as so amended, the "CFD Development Agreement"and,together with this Indemnity Letter,the"Documents"),nor the consummation of any other of the transactions herein and therein contemplated,nor the fulfillment of,or compliance with, the terms hereof or thereof, shall contravene the organizational documents of Brookfield Communities or NASH or conflict with or result in a breach by Brookfield Communities or NASH of any of the terms, conditions or provisions of, or constitute a default by Brookfield Communities or NASH under, any bond, debenture,note,mortgage,indenture, agreement or other instrument to which Brookfield Communities or NASH are a party or by which it is or may be bound or to which any of the property or assets of Brookfield Communities or NASH are or may be subject, or any law or any order, rule or regulation applicable to Brookfield Communities or NASH of any court, federal or state regulatory body, administrative agency or other governmental body having jurisdiction over Brookfield Communities or NASH or any of its properties or operations, or (except as contemplated by the Documents) will result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of Brookfield Communities or NASH under the terms of any such restriction, bond, debenture, note, mortgage, indenture, agreement, instrument, law, order, rule or regulation. (e) There is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency or body pending or, to the best knowledge of Brookfield Communities or NASH, threatened against Brookfield Communities or NASH wherein an adverse decision, ruling or finding would (i) result in any material adverse change in the condition (financial or otherwise), results of operations, business or prospects of Brookfield Communities or NASH, or materially and adversely affect the properties (taken as a whole) of Brookfield Communities or NASH, and that has not been disclosed in the Preliminary Official Statement or the Official Statement, (ii) materially adversely affect the transactions contemplated by the Purchase Agreement or the Documents or(iii) adversely affect the validity or enforceability of the Documents against Brookfield Communities or NASH. (f) Brookfield Communities and NASH have (or had at the time of execution and delivery of the CFD Development Agreement) the full power and authority to Attachment I-2 1105904835\2\ execute and deliver the Documents and perform its obligations hereunder and thereunder and engage in the transactions contemplated by the Purchase Agreement and the Documents, and the Documents have been duly authorized by Brookfield Communities and NASH and,when executed by all applicable parties thereto will constitute valid, binding and enforceable obligations of Brookfield Communities and NASH except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and/or by general principles of equity and except as the indemnification provisions hereof may be limited by applicable securities laws or public policy. (g) No consent, approval, authorization or other action by any governmental or regulatory authority that has not been obtained is or will be required for the consummation of the transactions contemplated by the Purchase Agreement and the Documents, other than the permits and licenses for construction of the Project (as defined in the Official Statement) contemplated by the CFD Development Agreement, which has not yet been issued; provided that no representation is made as to the compliance of the offer and sale of the Bonds with any securities law or regulation or any consents, approvals, authorizations or other action by the City or the District. 2. To the extent permitted by law, Brookfield Communities and NASH shall indemnify and hold harmless the Underwriter and each director,trustee,partner, member, officer, official or employee thereof and each person, if any, who controls the Underwriter within the meaning of the Securities Act of 1933, as amended (the Underwriter and any such person being herein sometimes called an "Underwriter Indemnified Party") and the District and each director, trustee,partner,member,officer,official or employee thereof and each person,if any,who controls the District within the meaning of the Securities Act of 1933, as amended (the District and any such person being herein called a"District Indemnified Party"and,together with each Underwriter Indemnified Party, the "Indemnified Parties"), for, from and against any and all losses, claims, damages or liabilities, several as to the Underwriter Indemnified Parties, but joint or several as to the District Indemnified Parties, (i) to which any such Indemnified Party may become subject, under any statute or regulation at law or in equity or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact set forth in the information identified in Section 1(b)above in the Official Statement or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such section(s) or that is necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except such indemnification shall not extend to any other statements in the Official Statement and (ii) with respect to a District Indemnified Party only to the extent of the aggregate amount paid in any settlement of any litigation commenced or threatened arising from a claim based upon any such untrue statement or alleged untrue statement or omission or alleged omission if such settlement is effected with the written consent of Brookfield Communities and NASH (which consent shall not be unreasonably withheld). An Indemnified Party shall, promptly after the receipt of notice of a written threat of the commencement of any action against such Indemnified Party in respect of which indemnification may be sought against Brookfield Communities and NASH, notify Brookfield Communities and NASH in writing of the commencement thereof. Failure of the Indemnified Attachment I-3 1105904835\2\ Party to give such notice will reduce the liability of Brookfield Communities and NASH by the amount of damages attributable to the failure of the Indemnified Party to give such notice to Brookfield Communities and NASH but the omission to notify Brookfield Communities and NASH of any such action shall not relieve Brookfield Communities and NASH from any liability that it may have to such Indemnified Party otherwise than under this Section. In case any such action shall be brought against an Indemnified Parry and such Indemnified Parry shall notify Brookfield Communities and NASH of the commencement thereof, Brookfield Communities and NASH may, or if so requested by such Indemnified Parry shall, participate therein or assume the defenses thereof,with counsel satisfactory to such Indemnified Party and Brookfield Communities and NASH(it being understood that, except as hereinafter provided, Brookfield Communities and NASH shall not be liable for the expenses of more than one counsel representing the Indemnified Parties in such action), and after notice from Brookfield Communities and NASH to such Indemnified Party of an election so to assume the defenses thereof, Brookfield Communities and NASH will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that unless and until Brookfield Communities or NASH assumes the defense of any such action at the request of such Indemnified Party,Brookfield Communities and NASH shall have the right to participate at its own expense in the defense of any such action. If within a reasonable time after receipt of notice of any such action Brookfield Communities and NASH shall not have employed counsel to have charge of the defense of any such action or if an Indemnified Party shall have reasonably concluded (and shall have notified Brookfield Communities and NASH)that there may be defenses available to it and/or other Indemnified Parties that are different from or additional to those available to Brookfield Communities and NASH (in which case Brookfield Communities and NASH shall not have the right to direct the defense of such action on behalf of such Indemnified Party) or to other Indemnified Parties, reasonable legal and other necessary expenses, including the expense of separate counsel, incurred by such Indemnified Party shall be borne by Brookfield Communities and NASH. 3. All of the representations, warranties, and agreements of Brookfield Communities and NASH contained in the Documents shall remain operative and in full force and effect,regardless of(i) any investigation made by or on behalf of the Underwriter, any controlling person referred to in paragraph 2 hereof or Brookfield Communities and NASH or(ii) delivery of and payment for the Bonds. 4. This letter is solely for the benefit of the Underwriter, the District and their successors or assigns, and, to the extent provided in paragraph 2 hereof, each Indemnified Party, and no other person shall acquire or have any right under or by virtue hereof. The terms "successors"and"assigns"as used in this letter shall not include any purchaser,as such purchaser, from the Underwriter of the Bonds. 5. This Indemnity Letter shall be governed by the laws of the State of Arizona. 6. Brookfield Communities shall pay all costs and expenses of its counsel with respect to the issuance and delivery of the Bonds. 7. NASH shall pay all costs and expenses of its counsel with respect to the Attachment I-4 1105904835\2\ issuance and delivery of the Bonds. 8. The electronic signature of this Indemnity Letter shall be as valid as an original signature and shall be effective to bind this Indemnity Letter. For purposes hereof. (i) "electronic signature" means a manually signed original signature or a replicated signature furnished by signature procurement software (i.e. "Docusign") that is then transmitted by electronic means; and(ii) "transmitted by electronic means"means sent in the form of a facsimile or sent via the internet as a portable document format ("pdf') or other replicating image attached to an electronic mail or internet message. Attachment I-5 1105904835\2\ 9. Brookfield Communities consents to the references to Brookfield Communities in the Official Statement. 10. NASH consents to the references to NASH in the Official Statement. Respectfully submitted, BROOKFIELD COMMUNITIES US HOLDINGS LLC, [a California limited liability company] By: Name: Title: By: Name: Title: NORTH AMERICA SEKISUI HOUSE, LLC, [a California limited liability company] By: Name: Title: By: Name: Title: [Signature page for Brookfield Communities/NASH Indemnity Letter] Attachment I-6 ATTACHMENT II DEVELOPER INDEMNITY LETTER [Pricing Date], 2025 Hilltop Securities Inc. 4455 East Camelback Road, Suite E280 Phoenix, Arizona 85018 Superstition Vistas Community Facilities District No. 2 c/o City of Apache Junction, Arizona 300 E. Superstition Boulevard Apache Junction, Arizona 85119 Attention: District Treasurer Re: Superstition Vistas Community Facilities District No. 2 General Obligation Bonds, Series 2025 Ladies and Gentlemen: This letter (the "Indemnity Letter") is delivered by Brookfield ASLD 8500 LLC, an Delaware limited liability company (`Brookfield 8500"), in order to induce Hilltop Securities Inc. (the "Underwriter") and Superstition Vistas Community Facilities District No. 2 (the "District") to enter into the Bond Purchase Agreement, dated [Pricing Date] (the "Purchase Agreement"), related to the purchase by the Underwriter of the captioned bonds (the "Bonds"). Terms that are defined in the Purchase Agreement have the meanings ascribed to them therein when used herein. 1. In consideration of the execution and delivery of the Purchase Agreement, Brookfield 8500 represents and warrants to the Underwriter and the District that: (a) Brookfield 8500 is a limited liability company duly formed and existing under the laws of the State of Delaware and qualified to do business in Arizona. (b) The information in the Preliminary Official Statement and the Official Statement under the headings "INTRODUCTION" (but only as to those portions which discuss Brookfield 8500 and cross-referenced to "LAND DEVELOPMENT"and"THE PUBLIC INFRASTRUCTURE"), "LAND DEVELOPMENT," "THE PUBLIC INFRASTRUCTURE," and "RISK FACTORS" (except the information under the subheading "Direct and Overlapping Indebtedness and Taxes"), and in Appendix E — "SUMMARY OF ASLD DOCUMENTS," respectively, is true and correct in all material respects for the purposes for which its use is or was authorized, and such information did not and does not include any untrue statement of a material Attachment II,page 1 1105904835\2\ fact or omit to state any material fact necessary to make the statements made therein in light of the circumstances under which they are or were made, not misleading. (c) Neither the execution or delivery of this Indemnity Letter nor the Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, dated as of October 10, 2022, by and among the City of Apache Junction (the "City"), the District, Brookfield Homes Holdings LLC, and Brookfield 8500, as thereafter amended by the First Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, dated as of January 25, 2024, by and among the City, the District, Brookfield Homes Holdings LLC and Brookfield 8500, and as further amended by the Second Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement by and among the City, the District, Brookfield Communities, NASH, and the Developer, dated as of , 2025 (as so amended, the "CFD Development Agreement" and, together with this Indemnity Letter, the "Documents"), nor the consummation of any other of the transactions herein and therein contemplated, nor the fulfillment of, or compliance with, the terms hereof or thereof, shall contravene the organizational documents of Brookfield 8500 or conflict with or result in a breach by Brookfield 8500 of any of the terms, conditions or provisions of, or constitute a default by Brookfield 8500 under, any bond, debenture, note, mortgage, indenture, agreement or other instrument to which Brookfield 8500 is a party or by which it is or may be bound or to which any of the property or assets of Brookfield 8500 is or may be subject, or any law or any order, rule or regulation applicable to Brookfield 8500 of any court, federal or state regulatory body, administrative agency or other governmental body having jurisdiction over Brookfield 8500 or any of its properties or operations, or(except as contemplated by the Documents)will result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of Brookfield 8500 under the terms of any such restriction, bond, debenture, note, mortgage, indenture, agreement, instrument, law, order, rule or regulation. (d) There is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency or body pending or, to the best knowledge of Brookfield 8500, threatened against Brookfield 8500 wherein an adverse decision, ruling or finding would (i) result in any material adverse change in the condition (financial or otherwise), results of operations,business or prospects of Brookfield 8500, or materially and adversely affect the properties (taken as a whole) of Brookfield 8500, and that has not been disclosed in the Preliminary Official Statement or the Official Statement, (ii) materially adversely affect the transactions contemplated by the Purchase Agreement or the Documents or (iii) adversely affect the validity or enforceability of the Documents against Brookfield 8500. (e) Brookfield 8500 has (or had at the time of execution and delivery of the CFD Development Agreement) the full power and authority to execute and deliver the Documents and perform its obligations hereunder and thereunder and engage in the transactions contemplated by the Purchase Agreement and the Documents, and the Documents have been duly authorized by Brookfield 8500 and, when executed by all applicable parties thereto will constitute valid, binding and enforceable obligations of Brookfield 8500 except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and/or by general principles of equity and except as the indemnification provisions hereof may be Attachment II,page 2 1105904835\2\ limited by applicable securities laws or public policy. (f) No consent, approval, authorization or other action by any governmental or regulatory authority that has not been obtained is or will be required for the consummation of the transactions contemplated by the Purchase Agreement and the Documents, other than the permits and licenses for construction of the Project (as defined in the Official Statement) contemplated by the CFD Development Agreement, which have not yet been issued; provided that no representation is made as to the compliance of the offer and sale of the Bonds with any securities law or regulation or any consents, approvals, authorizations or other action by the City or the District. 2. To the extent permitted by law, Brookfield 8500 shall indemnify and hold harmless the Underwriter and each director,trustee,partner,member, officer,official or employee thereof and each person, if any,who controls the Underwriter within the meaning of the Securities Act of 1933, as amended (the Underwriter and any such person being herein sometimes called an "Underwriter Indemnified Party") and the District and each director, trustee, partner, member, officer, official or employee thereof and each person, if any, who controls the District within the meaning of the Securities Act of 1933, as amended(the District and any such person being herein called a "District Indemnified Party" and, together with each Underwriter Indemnified Party, the "Indemnified Parties"), for, from and against any and all losses, claims, damages or liabilities, several as to the Underwriter Indemnified Parties,but joint or several as to the District Indemnified Parties, (i) to which any such Indemnified Party may become subject, under any statute or regulation at law or in equity or otherwise,insofar as such losses, claims, damages or liabilities(or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact set forth in the information identified in Section 1(b) above in the Official Statement or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such section(s) or that is necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except such indemnification shall not extend to any other statements in the Official Statement and (ii) with respect to a District Indemnified Party only to the extent of the aggregate amount paid in any settlement of any litigation commenced or threatened arising from a claim based upon any such untrue statement or alleged untrue statement or omission or alleged omission if such settlement is effected with the written consent of Brookfield 8500 (which consent shall not be unreasonably withheld). An Indemnified Party shall, promptly after the receipt of notice of a written threat of the commencement of any action against such Indemnified Party in respect of which indemnification may be sought against Brookfield 8500, notify Brookfield 8500 in writing of the commencement thereof. Failure of the Indemnified Party to give such notice will reduce the liability of Brookfield 8500 by the amount of damages attributable to the failure of the Indemnified Party to give such notice to Brookfield 8500 but the omission to notify Brookfield 8500 of any such action shall not relieve Brookfield 8500 from any liability that it may have to such Indemnified Party otherwise than under this Section. In case any such action shall be brought against an Indemnified Party and such Indemnified Party shall notify Brookfield 8500 of the commencement thereof, Brookfield 8500 may, or if so requested by such Indemnified Party shall, participate therein or assume the defenses thereof, with counsel satisfactory to such Indemnified Party and Brookfield 8500 (it being understood that, except as hereinafter provided, Brookfield Attachment II,page 3 1105904835\2\ 8500 shall not be liable for the expenses of more than one counsel representing the Indemnified Parties in such action), and after notice from Brookfield 8500 to such Indemnified Party of an election so to assume the defenses thereof, Brookfield 8500 will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation;provided, however, that unless and until Brookfield 8500 assumes the defense of any such action at the request of such Indemnified Party, Brookfield 8500 shall have the right to participate at its own expense in the defense of any such action. If within a reasonable time after receipt of notice of any such action Brookfield 8500 shall not have employed counsel to have charge of the defense of any such action or if an Indemnified Party shall have reasonably concluded(and shall have notified Brookfield 8500) that there may be defenses available to it and/or other Indemnified Parties that are different from or additional to those available to Brookfield 8500 (in which case Brookfield 8500 shall not have the right to direct the defense of such action on behalf of such Indemnified Party) or to other Indemnified Parties, reasonable legal and other necessary expenses, including the expense of separate counsel, incurred by such Indemnified Party shall be borne by Brookfield 8500. 3. All of the representations, warranties, and agreements of Brookfield 8500 contained in the Documents shall remain operative and in full force and effect, regardless of(i) any investigation made by or on behalf of the Underwriter, any controlling person referred to in paragraph 2 hereof or Brookfield 8500 or(ii) delivery of and payment for the Bonds. 4. This letter is solely for the benefit of the Underwriter, the District and their successors or assigns, and, to the extent provided in paragraph 2 hereof, each Indemnified Party, and no other person shall acquire or have any right under or by virtue hereof. The terms "successors"and"assigns"as used in this letter shall not include any purchaser,as such purchaser, from the Underwriter of the Bonds. 5. This Indemnity Letter shall be governed by the laws of the State of Arizona. 6. Brookfield 8500 shall pay all costs and expenses of its counsel with respect to the issuance and delivery of the Bonds. 7. The electronic signature of this Indemnity Letter shall be as valid as an original signature and shall be effective to bind this Indemnity Letter. For purposes hereof: (i) "electronic signature" means a manually signed original signature or a replicated signature furnished by signature procurement software (i.e. "Docusign") that is then transmitted by electronic means; and(ii) "transmitted by electronic means"means sent in the form of a facsimile or sent via the internet as a portable document format ("pdf') or other replicating image attached to an electronic mail or internet message. Attachment II,page 4 1105904835\2\ 8. Brookfield 8500 consents to the references to Brookfield 8500 in the Official Statement. Respectfully submitted, BROOKFIELD ASLD 8500 LLC, a Delaware limited liability company By: Name: Title: By: Name: Title: [Signature Page to Developer Indemnity Letter] Attachment II-5 1105904835\2\ EXHIBIT A FORM OF ISSUE PRICE CERTIFICATE Hilltop Securities Inc. ("Hilltop"), as Underwriter for the Superstition Vistas Community Facilities District No.2(the"Issuer")General Obligation Bonds, Series 2025 (the"Bonds"),based on its knowledge regarding the sale of the Bonds, certifies as of this date as follows: (1) Issue Price. [If the issue price is determined using only the general rule (actual sales of at least 10%) in Regulations § 1.148-1(f)(2)(i): (A) As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price at the respective yield listed in Schedule A attached hereto (the "Sale Price" as applicable to respective Maturities). The aggregate of the Sale Prices of each Maturity of the Bonds is $[ ] (the "Issue Price").] [If the issue price is determined using a combination of actual sales (Regulations § 1.148-1(f)(2)(i)) and hold-the-offering-price (Regulations § 1.148-1(f)(2)(ii): (A) As of the date of this certificate, for each Maturity listed on Schedule A as the "General Rule Maturities," the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A attached hereto (the "Sale Price" as applicable to each Maturity of the General Rule Maturities). (B) On or before the Sale Date, Hilltop offered the Maturities listed on Schedule A as the"Hold-the-Offering-Price Maturities"to the Public for purchase at the respective initial offering prices listed in Schedule A attached hereto (the "Initial Offering Prices" as applicable to each Maturity of the Hold-the-Offering-Price Maturities). A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B. (C) As set forth in the Bond Purchase Agreement, dated [Pricing Date], 2025, between Hilltop and the Issuer,Hilltop has agreed in writing that,(i)for each Maturity of the Hold- the-Offering-Price Maturities, it would neither offer nor sell any portion of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity(the"hold-the-offering-price rule"), and(ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third- party distribution agreement shall contain the agreement of each broker-dealer who is a party to the third-party distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, Hilltop has not offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. (D) The aggregate of the Sale Prices of the General Rule Maturities and the Initial Offering Prices of the Hold-the-Offering-Price Maturities is $[ ] for the Bonds (the "Issue Price").] Exhibit A,page 1 1105904835\2\ [If the issue price is determined using only the hold-the-offering-price rule in Regulations § 1.148-1(f)(2)(ii): (A) Hilltop offered, on or before the Sale Date, each Maturity of the Bonds to the Public for purchase at the respective initial offering prices listed in Schedule A attached hereto (the "Initial Offering Prices"). A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule A. The aggregate of the Initial Offering Prices of each Maturity is $[ ] (the"Issue Price"). (B) As set forth in the Bond Purchase Agreement, dated [Pricing Date], 2025, between Hilltop and the Issuer,Hilltop has agreed in writing that,(i)for each Maturity of the Bond, it would neither offer nor sell any portion of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold-the-offering-price rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third-party distribution agreement shall contain the agreement of each broker-dealer who is a party to the third-party distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, Hilltop has not offered or sold any Maturity of the Bond at a price that is higher than the respective Initial Offering Price for that Maturity of the Bond during the Holding Period.] [(B),(E), or(Q] Definitions. [NOTE: If issue price is determined using only the general rule(actual sales of 10%), delete the definitions of"Holding Period"and"Sale Date."] ["Holding Period" means, for each Hold-the-Offering-Price Maturity of the Bonds, the period starting on the Sale Date and ending on the earlier of(i) the close of the fifth business day after the Sale Date ([DATE]), or (ii) the date on which Hilltop has sold at least 10% of such Maturity of the Bonds to the Public at a price that is no higher than the Initial Offering Price for such Maturity.] "Maturity" means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. "Public"means any person(including an individual, trust, estate, partnership, association, company,or corporation)other than an Underwriter or a related parry to an Underwriter. The term "related party"for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. ["Sale Date"means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Issue is [DATE].] "Underwriter" means (i) any person that agrees pursuant to a written contract with the Issuer(or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public,and(ii)any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the Public). Exhibit A,page 2 1105904835\2\ All capitalized terms not defined in this certificate have the meaning set forth in the Issuer's Certificate Relating To Federal Tax Matters. The signer is an officer of Hilltop and duly authorized to execute and deliver this Certificate of Hilltop. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Hilltop's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Certificate Relating To Federal Tax Matters and with respect to compliance with the federal income tax rules affecting the Bonds, and by Greenberg Traurig, LLP, as bond counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes,the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. Dated: [Closing Date], 2025 HILLTOP SECURITIES INC. By: Title: [Signature Page to Issue Price Certificate— Superstition Vistas Community Facilities District No. 2 General Obligation Bonds, Series 2025] Exhibit A,page 2 1105904835\2\ SCHEDULE A $[PAR] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 GENERAL OBLIGATION BONDS, SERIES 2025 [Actual Sales Information as of Closing Date][General Rule Maturities) Maturity Date Principal Interest Jul 15 Amount Rate Yield Price Issue Price [Hold-the-Offering-Price Maturitiesl Maturity Date Principal Interest Jul 15 Amount Rate Yield Price Issue Price Exhibit A,page 4 1105904835\2\ SCHEDULE B [Actual Sales for Undersold Maturities as of the Closing Date] [PRICING WIRE OR EQUIVALENT COMMUNICATION] (Attached) Exhibit A,page 5 1105904835\2\ EXHIBIT B FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL [LETTERHEAD OF GREENBERG TRAURIG LLP] Hilltop Securities Inc. Phoenix, Arizona Re: Superstition Vistas Community Facilities District No. 2 General Obligation Bonds, Series 2025 This supplemental opinion is rendered pursuant to Section 7(i)(5) of the Bond Purchase Agreement, dated [Pricing Date], 2025 (the "Bond Purchase Agreement"), between Superstition Vistas Community Facilities District No. 2 (the "Issuer") and Hilltop Securities Inc., as underwriter (the "Underwriter"), and is given in connection with the issuance on this date by the Issuer of bonds designated Superstition Vistas Community Facilities District No. 2 General Obligation Bonds, Series 2025, in the aggregate principal amount of$[PAR] (the "Bonds"). The Bonds are authorized and issued under a resolution adopted by the Board of Directors of the Issuer on [December 2], 2025 (the "Resolution"), are the subject of a Preliminary Official Statement, dated , 2025 (the "Preliminary Official Statement"), and an Official Statement, dated [Pricing Date], 2025 (the"Official Statement"), and are being sold pursuant to the Bond Purchase Agreement, in each case in accordance with the Resolution. In connection with the sale and issuance of the Bonds, the Issuer will enter into a Bond Registrar, Transfer Agent and Paying Agent Contract, dated as of[ ] 1, 2025 (the "Registrar Contract"), with U.S. Bank Trust Company, National Association, as bond registrar and paying agent (the "Registrar"), and will execute and deliver a Continuing Disclosure Undertaking, dated of even date herewith (the "Undertaking"). (The Resolution, the Bond Purchase Agreement, the Registrar Contract and the Undertaking are hereinafter collectively referred to as the "Issuer Documents"). (You may rely on our opinion as Bond Counsel, dated of even date herewith, with regard to the Bonds as if addressed to you.) In connection with such issuance, we have examined and relied upon: (i) A certified copy of the Resolution(which authorized, among other matters, execution and delivery of the Bond Purchase Agreement); (ii) A copy of the Preliminary Official Statement; (iii) An executed copy of the Official Statement; (iv) An executed copy of the Bond Purchase Agreement; (v) An executed copy of the Registrar Contract; (vi) An executed copy of the Undertaking; Exhibit B,page 1 1105904835\2\ (vii) Such other agreements, certificates (including particularly, but not by way of limitation, a certificate of Brookfield ASLD 8500 LLC (the "Owner"), dated of even date herewith), [a certificate of Brookfield Communities US Holdings LLC and North America Sekisui House, LLC], opinions (including particularly, but not by way of limitation, an opinion of Ballard Spahr LLP, counsel to the Owner), letters and other documents, including all documents delivered or distributed at the closing of the sale of the Bonds, as we have deemed necessary or appropriate in rendering the opinions set forth herein; and (viii) Such provisions of the Constitution and laws of the State of Arizona and the United States of America as we believe necessary to enable us to render the opinions set forth herein. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original copies of all documents submitted to us as certified or photostatic copies,the authenticity of the originals of such latter documents and the accuracy of the statements contained in such certificates. In connection with our representation of the Issuer, we have also participated in conferences from time to time with representatives of and counsel to the Issuer, the Underwriter, the Owner and the Registrar relating to the Preliminary Official Statement, the Official Statement and the Issuer Documents. We are of the opinion, based upon the foregoing and subject to the reliance hereinabove indicated and the qualifications hereinafter set forth, that under applicable law of the State of Arizona and federal law of the United States of America in force and effect on the date hereof: I. The Issuer is a duly organized and validly existing special purpose district, a tax levying public improvement district and a municipal corporation for purposes set forth in Section 48-708(B), Arizona Revised Statutes, pursuant to the Constitution and laws of the State of Arizona and has all requisite power and authority thereunder (a) to cause the adoption of the Resolution, (b) to authorize, execute,deliver and issue,as applicable,the Issuer Documents and the Bonds,(c) to approve, execute and authorize the use and distribution of the Official Statement (including, as applicable, the Preliminary Official Statement), and (d) to carry out and consummate the transactions contemplated by the Official Statement,the Issuer Documents and the Bonds (including performing the applicable obligations thereunder). 2. Adoption of the Resolution; authorization, execution, delivery and issuance, as applicable, of, and the due performance of the obligations of the Issuer under, the Issuer Documents and the Bonds and the approval, execution and authorization of the use and distribution of the Official Statement (including, as applicable, the Preliminary Official Statement) by the Issuer under the circumstances contemplated thereby do not and will not in any material respect conflict with or constitute on the part of the Issuer a breach of or default under any agreement or other instrument to which the Issuer is a parry or of any existing law, Exhibit B,page 2 1105904835\2\ ordinance, administration regulation, court order or consent decree to which the Issuer is subject. 3. No consent of any other party, and no consent, license, approval or authorization of, exemption by or registration with any governmental body, authority, bureau or agency (other than those that have been obtained or will be obtained prior to the delivery of the Bonds), is required in connection with the adoption by the Issuer of the Resolution or the authorization, execution, delivery, issuance and performance, as applicable,by the Issuer of the Issuer Documents and the Bonds and the consummation of the transactions contemplated by the Official Statement. 4. The Issuer has duly (a) caused the adoption of the Resolution, and (b) authorized(i) the authorization, execution, delivery and issuance, as applicable of, and the performance of its obligations under, the Issuer Documents and the Bonds, and (ii)the taking of the actions required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by the Official Statement, the Issuer Documents and the Bonds. The Issuer has complied with all applicable provisions of law and has taken all actions required to be taken by it to the date hereof in connection with the transactions contemplated by the aforesaid documents. 5. The Issuer Documents have been duly authorized, executed and delivered by the Issuer and, in the case of the Bond Purchase Agreement and the Registrar Contract, assuming due and valid authorization, execution and delivery by the other party thereto, and, in the case of the Undertaking, subject to annual appropriation to cover the costs of compliance therewith,constitute legal,valid and binding obligations of the Issuer enforceable in accordance with their terms. 6. Based solely upon a search of the computerized docket records available for review on ,2025,in the office of the Superior Court, State of Arizona, County of Pinal, and the United States District Court, District of Arizona, there is no action, suit, proceeding, inquiry or investigation, at law or in equity,before or by any court,governmental agency,public board or body,pending or overtly threatened against or affecting the Issuer, and there is no basis therefor, (i) that in any way questions the powers of the Issuer referred hereinabove or the validity of the proceedings taken by the Issuer in connection with the issuance and sale of the Bonds, (ii) wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated by the Official Statement,the Issuer Documents or the Bonds or would in any way adversely affect the validity or enforceability of the Issuer Documents or the Bonds (or of any other instrument required or contemplated for use in consummating the transactions contemplated thereby or hereby or by the Official Statement), (iii) contesting in any way the completeness or accuracy of the Preliminary Official Statement or any supplement thereto, or the Official Statement or any supplement thereto, or (iv) that questions the right of the Issuer to levy, receive and pledge the taxes from which the Bonds are payable, nor, except as disclosed in the Preliminary Official Statement ,as Exhibit B,page 3 1105904835\2\ supplemented, and the Official Statement, as supplement, lawsuits pending or overtly threatened against the Issuer that, if decided adversely to the Issuer, would, individually or in the aggregate, have a material adverse effect on the financial condition of the Issuer or impair the ability of the Issuer to comply with all the requirements set forth in the Official Statement,the Issuer Documents or the Bonds. 7. The information contained in the Preliminary Official Statement and the Official Statement in the tax caption on the cover page thereof, under the headings "THE BONDS" (except the information incorporated by reference to other headings or the appendices not otherwise included hereinbelow as to which we express no opinion), "SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS"(except the information incorporated by reference to other headings or the appendices not otherwise included hereinbelow and under the subheading "Ad Valorem Property Taxation in the District"as to which we express no opinion), "QUALIFIED TAX-EXEMPT OBLIGATIONS," "TAX EXEMPTION" and "CONTINUING DISCLOSURE" (except the information incorporated by reference to the appendices and the status of the Issuer with respect to compliance with its previous undertakings, if any, as to which we express no opinion) therein and in APPENDIX B — "FORM OF LEGAL OPINION OF BOND COUNSEL" and APPENDIX C — "FORM OF CONTINUING DISCLOSURE UNDERTAKING" fairly summarizes the information that it purports to summarize. Otherwise, we have not undertaken to determine independently the accuracy, completeness or fairness of the information contained in the Preliminary Official Statement or the Official Statement, and the knowledge available to us is such that we are unable to assume, and do not assume, any responsibility for the accuracy, completeness or fairness of such information. 8. It is not necessary in connection with the sale and issuance of the Bonds to the public to register the Bonds under the Securities Act of 1933, as amended, or to qualify the Resolution under the Trust Indenture Act of 1939, as amended. Our opinions expressed in paragraph 5 hereof are qualified to the extent that the enforceability of the Issuer Documents is dependent upon the due authorization, execution and delivery of(and authority to perform lawfully) the Issuer Documents by the other party or parties thereto and to the extent that the enforceability of the Issuer Documents may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights and the exercise of judicial discretion in accordance with general principles of equity, including possible refusal by a particular court to grant certain equitable remedies such as specific performance with respect to the enforcement of any provision of such documents. We express no opinion as to the enforceability of any provisions of the Issuer Documents (i) restricting access to legal or equitable remedies, (ii)purporting to establish evidentiary standards or waiving or otherwise affecting any rights to notice, demand or exhaustion of collateral, (iii) relating to self- help, subrogation,indemnification,delay or omission to enforce rights or remedies, severability or marshalling of assets, or(iv)purporting to grant to the owners of the Bonds or to any party to the Issuer Documents (other than the Issuer) any rights or remedies not specifically set forth therein. Exhibit B,page 4 1105904835\2\ This letter is provided pursuant to Section 7(i)(5) of the Bond Purchase Agreement and is being given solely for the information of and assistance to the addressee of this letter in its capacity as the underwriter of the Bonds. In giving this opinion to such underwriter, it is expressly understood that no attorney-client relationship is being created thereby. Without our express prior written permission,this opinion may not be relied upon by any person other than such underwriter and is not to be used, circulated, quoted, or otherwise referred to in connection with the offering of the Bonds, except that reference may be made to this opinion in any list of closing documents pertaining to the issuance of the Bonds. Respectfully submitted, Exhibit B,page 5 1105904835\2\ EXHIBIT C FORM OF OPINION OF COUNSEL TO [BROOKFIELD COMMUNITIES/NASH AND THE DEVELOPER] [LETTERHEAD OF BALLARD SPAHR LLP] [Closing Date], 2025 Hilltop Securities Inc. as Underwriter 4455 East Camelback Road, Suite E280 Phoenix, Arizona 85018 Superstition Vistas Community Facilities District No. 2 c/o City of Apache Junction, Arizona 300 E. Superstition Boulevard Apache Junction, Arizona 85119 Re: $[PAR] Superstition Vistas Community Facilities District No.2 General Obligation Bonds, Series 2025 (the "Bonds") Ladies and Gentlemen: We have acted as counsel to Brookfield Communities US Holdings LLC ("Brookfield Communities"),North America Sekisui House,LLC("NASH"),and Brookfield ASLD 8500 LLC, a Delaware limited liability company (the "Developer" and collectively with Brookfield Communities and NASH, the "Companies"), in connection with the transactions provided for by the documents referred to herein pertaining to the sale and issuance of the captioned Bonds sold pursuant to the Bond Purchase Agreement, dated [Pricing Date], 2025 (the "Purchase Agreement"), by and between Hilltop Securities Inc., as underwriter (the "Underwriter") and the Superstition Vistas Community Facilities District No. 2 (the "District"). Any capitalized term used herein and not defined shall have the meaning assigned to it in the Purchase Agreement. For purposes of this opinion, we have examined the following documents, each of which is dated as of the date hereof unless otherwise indicated(the "Documents"): 1. Preliminary Official Statement issued by the District on [ ], 2025 (the "Preliminary Official Statement") and Official Statement issued by the District on [Pricing Date], 2025 (the "Official Statement"); 2. Purchase Agreement dated [Pricing Date], 2025 between the District and the Underwriter; Exhibit C-1 1105904835\2\ 3. Indemnity Letter of Brookfield Communities and NASH dated [Pricing Date], 2025 (the `Brookfield Communities/NASH Indemnity Letter"), the executed original of which was delivered to Underwriter and the District concurrently with the execution of the Purchase Agreement; 4. Indemnity Letter of the Developer dated [Pricing Date], 2025 (the "Developer Indemnity Letter"),the executed original of which was be delivered to Underwriter and the District concurrently with the execution of the Purchase Agreement; 5. Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, dated as of October 10, 2022,by and among the City of Apache Junction, Arizona (the "City"), the District, the Developer and Brookfield Homes Holdings LLC,as thereafter amended by the First Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, dated as of January 25, 2024, by and among the City, the District and the Companies, and as further amended by the Second Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement by and among the City,the District, and the Companies, dated as of ,2025 (as so amended,the"CFD Development Agreement"); and 6. Closing Certificates of the Companies dated [Closing Date], 2025 (the "Developer Closing Certificates"), the executed originals of which will be delivered to the Underwriter concurrently with the closing of the Transactions, and copies of which are enclosed herewith. [Formation/Governance Documents] We have also examined such other certificates of public officials, certificates of representatives of the Companies and such other documents and instruments as we have considered necessary or appropriate for the purposes of this opinion,upon which we have relied with respect to the accuracy of material or factual matters contained in such certificates, which were not independently established. In rendering the following opinions,we have assumed: (a) The genuineness of all signatures to the Documents and the legal capacity of each natural person executing any of the Documents; (b) The authenticity and completeness of Documents submitted as originals, and the conformity to originals of documents submitted as copies and, without investigation, that any certificate, representation (oral or otherwise), facsimile transmission, email or other documents on which we have relied, whether or not given or dated earlier than the date hereof, is authentic and remains accurate insofar as relevant to this opinion from such earlier date through and including the date hereof, provided we have not acquired any knowledge of any facts inconsistent with this assumption; Exhibit C-2 1105904835\2\ (c) The due authorization, execution, acknowledgement where necessary, and delivery, and the validity and binding effect, of the Documents listed in paragraphs 2 through 6 above(the"Transaction Documents")with regard to the parties thereto other than the Companies, and that the transactions (the "Transactions") contemplated by the Transaction Documents are fully authorized by all necessary action by or on behalf of the parties thereto other than the Companies, and are in compliance with all laws,rules or regulations governing the parties thereto other than the Companies; (d) All parties to the Transaction Documents other than the Companies are duly formed and validly existing, have the power and authority under applicable laws and regulations to enter into and perform the Transactions, have complied in all material respects with all applicable laws and regulations with respect to the Transactions and have obtained all necessary consents, authorizations, approvals, permits or certificates (governmental and otherwise) which are required as a condition to the execution and delivery of such Documents by such parties and to the consummation of the transactions described therein by such parties; (e) The Transaction Documents accurately and completely describe and contain all the agreements and understandings between the parties thereto with respect to the matters contained therein and there are no oral or written statements or agreements that modify, amend or vary,or purport to modify,amend or vary,any of the terms of the Transaction Documents or facts or events (such as fraud or duress) that have occurred in connection with the execution, acknowledgment and delivery of the Transaction Documents that would impair the enforceability of the Brookfield Communities/NASH Indemnity Letter, the Developer Indemnity Letter or the CFD Development Agreement; (f) All rules and regulations of governmental authorities, applicable to this opinion are generally available to lawyers practicing in the State of Arizona and are in a format that makes legal research reasonably feasible; (g) All parties to the Transactions have complied with the requirement of good faith, fair dealing and conscionability and will perform their respective obligations and enforce their respective rights thereunder in circumstances and in a manner which is commercially reasonable and in accordance with applicable law (procedural or otherwise); (h) The Underwriter and the District have acted without notice of any defense against the enforcement of any rights created by the Transaction Documents; (i) The truth and accuracy of all of the representations and warranties of all parties contained in the Documents and the absence of adverse facts not apparent from the face of the instruments and documents we have examined, except to the extent of our knowledge (as hereinafter defined); 0) The truth and accuracy of all reports and other documents prepared by third party consultants relating to the Transactions or the property that is the subject of the Transactions, or to any of the property within the District; (k) Each of the Transaction Documents required to be executed, ratified, notarized, filed,recorded or indexed to be effective have been or,will be timely and properly filed, Exhibit C-3 1105904835\2\ recorded or indexed in the appropriate governmental offices and that the recipient will timely file all necessary continuation statements; (1) No interest, fees or other charges will be collected with respect to the Transactions that are not clearly specified in the Transaction Documents or that are not permitted by applicable law; (m) The Companies have paid all income taxes, fines, jeopardy, or fraud assessments,and interest due from each of them,respectively, and payable to the State of Arizona; and (n) The Companies hold the requisite title and rights to any real or personal property involved in the Transactions or otherwise purported to be owned by the Companies. Whenever any portion of this opinion is limited to the existence or absence of fact "to our knowledge"or words of similar import, it is limited to the current actual knowledge of the firm's attorneys who have devoted substantive attention to the matters related to the Transactions and the Transaction Documents on behalf of the Companies. Where statements in this opinion are qualified by the term"material"or"materially,"those statements involve judgments and opinions as to the materiality or lack of materiality of any matter to the Companies or their businesses,assets or financial conditions that are entirely those of the Companies, after having been advised by us as to the legal effect and consequences of such matters. Based on the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, it is our opinion that: I. The Brookfield Communities/NASH Indemnity Letter, the Developer Indemnity Letter, the CFD Development Agreement and the Developer Closing Certificates have been duly and validly executed and delivered by the Companies, and the Brookfield Communities/NASH Indemnity Letter, Developer Indemnity Letter and the CFD Development Agreement constitute valid and legally binding obligations of the respective Companies, enforceable against the Companies in accordance with their respective terms. 2. To our knowledge, the information contained in the Preliminary Official Statement and the Official Statement pertaining to the Companies and the master planned community known as Blossom Rock (referred to therein as the "Project") under the headings "INTRODUCTION" (but only as to those portions which discuss the Companies and cross- referenced to "LAND DEVELOPMENT" and "THE PUBLIC INFRASTRUCTURE"), "LAND DEVELOPMENT", "THE PUBLIC INFRASTRUCTURE", and "RISK FACTORS", and in Appendix E—"SUMMARY OF ASLD DOCUMENTS,"respectively,does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which such statements were made, not misleading. In connection with our review, we have not undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and the Official Statement except as and to the extent otherwise provided in this paragraph and the knowledge available to us is such that we are unable to assume, and do not assume, any responsibility for the accuracy, completeness or fairness of such Exhibit C-4 1105904835\2\ information. However, we have not acquired any knowledge that the Preliminary Official Statement or the Official Statement (except for the financial information and notes thereto and schedules and other financial or statistical date included therein, as to which we express no opinion)contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which the statements are made, not misleading. The opinions expressed herein are subject to the following qualifications: (i) Enforceability of the Brookfield Communities/NASH Indemnity Letter,the Developer Indemnity Letter and the CFD Development Agreement may be limited by bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization,moratorium, arrangement, or laws or court decisions affecting the enforcement of creditors' rights generally. (ii) Enforceability of certain rights and remedies in respect of the Brookfield Communities/NASH Indemnity Letter,the Developer Indemnity Letter and the CFD Development Agreement may be restricted by the doctrines of waiver, estoppel, election of remedies, commercial reasonableness or by the application of other equitable principles, whether remedies are sought in equity or at law. Without limiting the generality of the foregoing,we note specifically that such principles of equity are of general application,and in applying such principles an Arizona State court or a Federal District Court for the State of Arizona may determine that certain waivers, procedures, remedies, indemnities and other provisions of the Brookfield Communities/NASH Indemnity Letter, the Developer Indemnity Letter and the CFD Development Agreement are unenforceable under or limited by Arizona law. The opinion on enforceability is limited to enforcement in courts in the State of Arizona and, as referenced below, assuming the application of Arizona law. (iii) Certain waivers, procedures, remedies, indemnities and other provisions of the Brookfield Communities/NASH Indemnity Letter, the Developer Indemnity Letter and the CFD Development Agreement may be unenforceable under or limited by Arizona law; however, subject to the other qualifications and limitations expressed herein, such law will not, in our opinion, render invalid as a whole or substantially prevent the practical realization of the benefits intended in connection with the transactions contemplated by the Brookfield Communities/NASH Indemnity Letter, the Developer Indemnity Letter and the CFD Development Agreement if the other party(ies) act in good faith and in a commercially reasonable manner in the performance and enforcement of the Brookfield Communities/NASH Indemnity Letter, the Developer Indemnity Letter and the CFD Development Agreement and otherwise in accordance with the requirements of applicable law, except for the economic consequences of any procedural delay or of any application of the doctrines of penalty and forfeiture, and except that the principles of guaranty and suretyship may prevent the practical realization of the benefits intended by the indemnity provisions in the Brookfield Communities/NASH Indemnity Letter and the Developer Indemnity Letter. (iv) The qualification that any matter stated in general terms herein shall be limited by any less general or any more specific statement on such matter as may also be contained herein; and Exhibit C-5 1105904835\2\ (v) The qualification that in rendering the opinions set forth herein, we do not purport to express any opinion on the financial capability or condition of the Companies or any affiliate of the Companies, or their business operations or financial ability to perform under the Brookfield Communities/NASH Indemnity Letter, the Developer Indemnity Letter and the CFD Development Agreement or in connection with the transactions contemplated thereby. We are expressing no opinion as to: (a) The enforceability of any indemnity provision with respect to any claims or other matters that result from the negligence or willful misconduct of any party or the failure of any party to act in a commercially reasonable manner; (b) The compliance of the Transaction Documents,or the applicability or effect of any registration or qualification with respect to any federal or state securities or tax law or regulation including any "blue sky"laws of any state; (c) The applicability or effect of any federal or state tax, environmental, health or safety or zoning, land use or subdivision laws, rules or regulation, or any county or municipal ordinances; (d) The title to or priority of any lien or security interest created in connection with the transactions contemplated by the Transaction Documents or with respect to the property that is the subject of such transactions except as expressly stated herein; or (e) The legal validity and sufficiency of the acts of any of the other parties to the Transactions. We do not purport to express any opinion herein concerning any law other than the laws of the State of Arizona and the limited liability company law of the State of Delaware. With respect to such law, our opinions are as to what the law is or might reasonably be expected to be at the date hereof, and we assume no obligation to revise or supplement this opinion due to any change in the law by legislative action, judicial decision or otherwise. Any opinion as to enforceability is limited to enforceability as between the original parties thereto. We do not render any opinion with respect to any matters other than those expressly set forth above. The opinions contained herein are furnished to and solely for the benefit of the addressees. Accordingly, this opinion may not be relied upon by, filed with or furnished or delivered to or quoted in any manner to any other person or entity, or referred to in any financial statement, report or related document, without, in each instance, our prior written consent; provided, we hereby consent to the references made to this firm in the Preliminary Official Statement and the Official Statement. Exhibit C-6 1105904835\2\ EXHIBIT D FORM OF OPINION OF COUNSEL TO UNDERWRITER [LETTERHEAD OF SQUIRE PATTON BOGGS (US) LLP] [Closing Date], 2025 Hilltop Securities Inc. Phoenix, Arizona Ladies and Gentlemen: We have served as counsel to you (the "Underwriter") in connection with your purchase from Superstition Vistas Community Facilities District No. 2 (the"Issuer") of its $[PAR] General Obligation Bonds, Series 2025 (the "Bonds"), dated as of the date of this letter, pursuant to the Bond Purchase Agreement, dated [Pricing Date], 2025 (the"Purchase Agreement"), between you and the Issuer. This letter is provided pursuant to Section 7(i)(7) of the Purchase Agreement in connection with your purchase of the Bonds. Capitalized terms not otherwise defined in this letter are used as defined in the Purchase Agreement. In accordance with the terms of our engagement, certain of our lawyers reviewed (a) the Preliminary Official Statement dated , 2025 (the "Preliminary Official Statement"), and (b) the Official Statement dated [Pricing Date], 2025 (the "Official Statement") relating to the Bonds, and participated in discussions with your representatives, representatives of the Issuer, the City of Apache Junction, Arizona, Ballard Spahr LLP, as counsel to Brookfield ASLD 8500 LLC, Brookfield Communities US Holdings LLC and North America Sekisui House, LLC, Greenberg Traurig, LLP, as Bond Counsel, and others, regarding the Preliminary Official Statement and the Official Statement, the information contained therein, and related matters. The purpose of our professional engagement in that regard was not to establish or to confirm factual matters set forth in the Preliminary Official Statement or the Official Statement, and we have not undertaken to verify independently any of those factual matters. Many of the determinations required to be made in the preparation of the Preliminary Official Statement and the Official Statement involve matters of a non-legal nature. Subject to the foregoing, on the basis of the information gained by our lawyers involved in the review and discussions referred to above,we confirm to you that nothing came to the attention of those lawyers that caused them to believe that (1) the Preliminary Official Statement, as of its date and as of the date of the Purchase Agreement, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (2) the Official Statement,as of its date and as of this date,contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,not misleading;provided, however, that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement or the Official Statement, and we do Exhibit D,page 1 1105904835\2\ not express any belief with respect to the information in Appendix A — "INFORMATION REGARDING THE CITY OF APACHE JUNCTION, ARIZONA," or other financial, technical, statistical, accounting or demographic data or forecasts, or any information about the Policy, the Insurer, the book-entry system and The Depository Trust Company, or the information under the headings "QUALIFIED TAX-EXEMPT OBLIGATIONS" or "TAX EXEMPTION," or in Appendix B — "FORM OF APPROVING LEGAL OPINION OF BOND COUNSEL," or in Appendix E — "SUMMARY OF ASLD DOCUMENTS," contained in the Preliminary Official Statement or the Official Statement. In addition to the review and discussions referred to above, we have also examined an executed counterpart of the Purchase Agreement and such other proceedings, documents, matters and law as we deem necessary to render the opinions set forth below. Based on that examination and subject to the limitations stated below,we are of the opinion that under existing law: I. The Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification under the Trust Indenture Act of 1939, as amended. 2. The Undertaking satisfies the requirement of paragraph (b)(5) of Rule 15c2-12 prescribed under the Securities Exchange Act of 1934, as amended (the "Rule"), that you obtain an undertaking for the benefit of the holders, including beneficial owners, of the Bonds to provide certain annual financial information and event notices at the time and in the manner required by the Rule. The legal opinions stated immediately above are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. In rendering all such opinions, we assume, without independent verification, and rely upon (i) the accuracy of the factual matters represented, warranted or certified in the proceedings and documents we have examined and(ii)the due and legal authorization, execution and delivery of those documents by and the valid,binding and enforceable nature of those documents upon the parties thereto. This letter is being furnished only to you for your use solely in connection with the transaction described herein and may not be relied upon by anyone else or for any other purpose without our prior written consent. No statements of belief or opinions other than those expressly stated herein shall be implied or inferred as a result of anything contained in or omitted from this letter. The statements of belief and opinions expressed in this letter are stated only as of the time of its delivery and we disclaim any obligation to revise or supplement this letter thereafter. Our engagement in connection with the original issuance and delivery of the Bonds is concluded upon delivery of this letter. Respectfully submitted, Exhibit D, page 2 1105904835\2\ PRELIMINARY OFFICIAL STATEMENT DATED ,2025 IU ° NEW ISSUE-BOOK-ENTRY-ONLY FORM [NOT RATED][RATING: See"RATING"herein] •° [INSURANCE:See"BOND INSURANCE"and"RISK FACTORS RELATED TO BOND INSURANCE"herein] w In the opinion of Greenberg Traurig,LLP,Bond Counsel, assuming the accuracy of certain representations and certifications and the continuing compliance with certain tax covenants, under existing statutes,regulations,rulings and court decisions,interest on the Bonds(i)is excludable from gross income for federal income tax purposes and(ii)is exempt from income taxation under the laws of the State ofArizona.Further,interest on the Bonds is not an item of tax preference forpurposes of the federal alternative minimum tax imposed F3 ,b on individuals, but in the case of the federal alternative minimum tax imposed by Section 55(b)(2)of the Internal Revenue Code of 1986, �::3 as amended(the "Code'),on applicable corporations(as defined in Section 59(k)of the Code), interest on the Bonds is not excluded from 3 the determination of adjusted financial statement income. See "TAX EXEMPTION"herein for a description of certain other federal tax consequences of ownership of the Bonds. o The Bonds will be designated as "qualified tax-exempt obligations"for purposes of Section 265(b)(3) of the Code. See •� o "QUALIFIED TAX-EXEMPT OBLIGATIONS"herein. a .y $2,500,000* SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO.2 GENERAL OBLIGATION BONDS,SERIES 2025 w (BANK QUALIFIED) � o U 1i DATED: Date of Initial Delivery DUE: July 15,as shown on inside front cover page The Superstition Vistas Community Facilities District No.2 General Obligation Bonds,Series 2025(the"Bonds"),will be issued 3 in the form of fully registered bonds,registered in the name of Cede&Co. as nominee of The Depository Trust Company("DTC"),and will be available to ultimate purchasers under the book-entry-only system maintained by DTC in minimum denominations of$5,000 of i principal amount due on a specified maturity date and integral multiples in excess thereof.Interest will be paid semiannually on January 15 and July 15 of each year, commencing July 15,2026*. Payments of principal and interest will be paid by wire transfer to DTC for U y subsequent disbursements to DTC participants who will remit such payments to the beneficial owners of the Bonds.See APPENDIX D— ' "BOOK-ENTRY-ONLY SYSTEM." See Inside Front Cover Page for Maturity Schedule o The Bonds are authorized pursuant to Title 48,Chapter 4,Article 6,Arizona Revised Statutes,as amended,and an election held o : on February 2, 2022 in and for Superstition Vistas Community Facilities District No.2 (the "District"), a community facilities district formed within the boundaries of the City of Apache Junction,Arizona(the"City"),and will be issued pursuant to a resolution of the Board of Directors of the District adopted on[December 2,2025].The Bonds will be payable as to both principal and interest from ad valorem oproperty taxes to be levied on all taxable property within the boundaries of the District,without limitation as to rate or amount. o See"SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS." The Bonds will be subject to redemption by the District prior to maturity as described herein.* Proceeds of the sale of the Bonds will be used to finance the acquisition of certain public infrastructure benefitting the District and to pay costs of issuance of the Bonds.See"SOURCES AND APPLICATIONS OF FUNDS." Investment in the Bonds involves certain risks that each prospective investor should consider prior to investing. See '� � •� P P P � g• "SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS"and"RISK FACTORS." � Y [The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under an insurance policy to be oissued concurrently with the delivery of the Bonds by U � oo [Insert Bond Insurer Logo] NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE CITY, THE STATE OF ° ARIZONA OR ANY POLITICAL SUBDIVISION THEREOF(OTHER THAN THE DISTRICT)IS PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS WILL BE OBLIGATIONS OF THE DISTRICT ONLY.NONE OF THE CITY, THE STATE OF y ° ARIZONA OR ANY POLITICAL SUBDIVISION THEREOF(OTHER THAN THE DISTRICT) WILL HAVE ANY OBLIGATION WITH RESPECT TO DEBT SERVICE FOR THE BONDS. o � This cover page contains certain information for general reference only.It is not a summary of the issue of which the Bonds are •2 a part. Investors are advised to read this Official Statement in its entirety to obtain information essential to the making of an informed c investment decision with respect to the Bonds. ° The Bonds are offered when,as and if issued by the District and received by the underwriter identified below(the"Underwriter"), w subject to the approving opinion of Greenberg Traurig,LLP,Phoenix,Arizona,Bond Counsel,as to validity and tax exemption.Certain 0 0 legal matters will be passed upon for the District by its special counsel,Greenberg Traurig,LLP,Phoenix,Arizona,for the Underwriter by 6" its counsel, Squire Patton Boggs(US)LLP,Phoenix,Arizona,and for Brookfield ASLD 8500 LLC by its counsel,Ballard Spahr LLP, Phoenix,Arizona.It is expected that the Bonds will be available for delivery through the facilities of DTC on or about 2025*. .BOO a V•y Y 2 Hilltop Securities *Preliminary,subject to change. 1105802796\1\ $2,500,000* SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO.2 GENERAL OBLIGATION BONDS,SERIES 2025 (BANK QUALIFIED) MATURITY SCHEDULE* Maturity Principal CUSIP®No. (July 15) Amount Rate Yield (Base ) 2026 $150,000 2027 45,000 2028 50,000 2029 50,000 2030 55,000 2031 60,000 2032 60,000 2033 65,000 2034 70,000 2035 75,000 2036 80,000 2037 85,000 2038 90,000 2039 95,000 2040 100,000 2041 105,000 2042 110,000 2043 115,000 2044 125,000 2045 130,000 2046 140,000 2047 150,000 2048 155,000 2049 165,000 2050 175,000 $ Term Bond @ %Due July 15, -Yield %CUSIP®(a) $ Term Bond @ %Due July 15, -Yield %CUSIP®(a) $ Term Bond @ %Due July 15, -Yield_%CUSIP®(a) (a) CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services ("CGS") is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright©2025 CGS.All rights reserved.CUSIP®data herein is provided by CGS.This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the District, Bond Counsel, the Municipal Advisor, the Underwriter, the Developer(each as defined herein)or their agents or counsel assume responsibility for the accuracy of such numbers. *Preliminary,subject to change. 1105802796\1\ SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO.2 District Board Chip Wilson,Chairman Robert Schroeder,Vice Chairman Darryl Cross,Board Member Peter Heck,Board Member Bambi Johnson,Board Member Tess Nesser,Board Member Bryan Soller,Board Member District Staff Bryant Powell,District Manager Matt Busby,Assistant District Manager Angelie Hawley,District Treasurer Evie McKinney,District Clerk Richard Joel Stern,District Counsel Greenberg Traurig,LLP, Special District Counsel District Municipal Advisor Piper Sandler&Co. Phoenix,Arizona Bond Counsel Greenberg Traurig,LLP Phoenix,Arizona Bond Registrar and Paying Agent U.S.Bank Trust Company,National Association Los Angeles,California 1105802796\1\ THIS OFFICIAL STATEMENT,WHICH INCLUDES THE COVER PAGE,THE INSIDE FRONT COVER PAGE AND THE APPENDICES HERETO,SHOULD BE CONSIDERED IN ITS ENTIRETY,AND NO ONE SUBJECT SHOULD BE CONSIDERED LESS IMPORTANT THAN ANOTHER BY REASON OF LOCATION IN THE TEXT.BRIEF DESCRIPTIONS OF THE BONDS, THE BOND RESOLUTION, THE SECURITY FOR THE BONDS, THE DISTRICT, THE DEVELOPMENT OF LAND WITHIN THE DISTRICT AND OTHER INFORMATION ARE INCLUDED IN THIS OFFICIAL STATEMENT. SUCH DESCRIPTIONS DO NOT PURPORT TO BE COMPREHENSIVE OR DEFINITIVE.ALL REFERENCES HEREIN TO THE BONDS,THE BOND RESOLUTION AND OTHER DOCUMENTS ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO SUCH DOCUMENTS, COPIES OF WHICH MAY BE OBTAINED FROM HILLTOP SECURITIES INC. (THE "UNDERWRITER"), AT 4455 E. CAMELBACK ROAD,STE.E280,PHOENIX,AZ 85018. NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE DISTRICT, THE UNDERWRITER OR PIPER SANDLER & CO. (THE "MUNICIPAL ADVISOR"), TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS OFFICIAL STATEMENT, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE DISTRICT,THE UNDERWRITER OR THE MUNICIPAL ADVISOR. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. THE UNDERWRITER HAS PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFICIAL STATEMENT: THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITER DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE PRESENTATION OF INFORMATION,INCLUDING TABLES OF RECEIPTS FROM TAXES AND OTHER SOURCES, SHOWS RECENT HISTORICAL INFORMATION AND IS NOT INTENDED TO INDICATE FUTURE OR CONTINUING TRENDS IN THE FINANCIAL POSITION OR OTHER AFFAIRS OF THE DISTRICT. ALL INFORMATION, ESTIMATES AND ASSUMPTIONS CONTAINED HEREIN ARE BASED ON PAST EXPERIENCE AND ON THE LATEST INFORMATION AVAILABLE AND ARE BELIEVED TO BE RELIABLE, BUT NO REPRESENTATIONS ARE MADE THAT SUCH INFORMATION, ESTIMATES AND ASSUMPTIONS ARE CORRECT, WILL CONTINUE, WILL BE REALIZED OR WILL BE REPEATED IN THE FUTURE. TO THE EXTENT THAT ANY STATEMENTS MADE IN THIS OFFICIAL STATEMENT INVOLVE MATTERS OF OPINION OR ESTIMATES, WHETHER OR NOT EXPRESSLY STATED TO BE SUCH, THEY ARE MADE AS SUCH AND NOT AS REPRESENTATIONS OF FACT OR CERTAINTY,AND NO REPRESENTATION IS MADE THAT ANY OF THESE STATEMENTS HAVE BEEN OR WILL BE REALIZED.ALL FORECASTS,PROJECTIONS, OPINIONS, ASSUMPTIONS OR ESTIMATES ARE "FORWARD LOOKING STATEMENTS" THAT MUST BE READ WITH AN ABUNDANCE OF CAUTION AND THAT MAY NOT BE REALIZED OR MAY NOT OCCUR IN THE FUTURE. INFORMATION OTHER THAN THAT OBTAINED FROM OFFICIAL RECORDS OF THE DISTRICT HAS BEEN IDENTIFIED BY SOURCE AND HAS NOT BEEN INDEPENDENTLY CONFIRMED OR VERIFIED BY THE DISTRICT,THE MUNICIPAL ADVISOR OR THE UNDERWRITER AND ITS ACCURACY CANNOT BE GUARANTEED.THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE, AND NEITHER THE DELIVERY OF THIS OFFICIAL STATEMENT NOR ANY SALE MADE PURSUANT HERETO WILL,UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS 1105802796\1\ BEEN NO CHANGE IN THE AFFAIRS OF THE DISTRICT OR ANY OF THE OTHER PARTIES OR MATTERS DESCRIBED HEREIN SINCE THE DATE HEREOF. THE DISTRICT WILL UNDERTAKE TO PROVIDE CONTINUING DISCLOSURE AS DESCRIBED IN THIS OFFICIAL STATEMENT UNDER"CONTINUING DISCLOSURE"AND IN APPENDIX C-"FORM OF CONTINUING DISCLOSURE UNDERTAKING" PURSUANT TO RULE 15C2-12 OF THE SECURITIES AND EXCHANGE COMMISSION. A WIDE VARIETY OF INFORMATION, INCLUDING FINANCIAL INFORMATION, CONCERNING THE DISTRICT IS AVAILABLE FROM PUBLICATIONS AND WEBSITES OF THE DISTRICT, THE CITY OF APACHE JUNCTION, ARIZONA, AND OTHERS. ANY SUCH INFORMATION THAT IS INCONSISTENT WITH THE INFORMATION SET FORTH IN THIS OFFICIAL STATEMENT SHOULD BE DISREGARDED. REFERENCES TO WEBSITE ADDRESSES PRESENTED HEREIN ARE FOR INFORMATIONAL PURPOSES ONLY AND MAY BE IN THE FORM OF A HYPERLINK SOLELY FOR THE READER'S CONVENIENCE. UNLESS SPECIFIED OTHERWISE, SUCH WEBSITES AND THE INFORMATION OR LINKS CONTAINED THEREIN ARE NOT INCORPORATED INTO,AND ARE NOT PART OF, THIS OFFICIAL STATEMENT FOR PURPOSES OF RULE 15C2-12 OF THE SECURITIES AND EXCHANGE COMMISSION. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY ALLOW CONCESSIONS OR DISCOUNTS FROM THE INITIAL PUBLIC OFFERING PRICES TO DEALERS AND OTHERS, AND THE UNDERWRITER MAY OVERALLOT OR ENGAGE IN TRANSACTIONS INTENDED TO STABILIZE THE PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET IN ORDER TO FACILITATE THEIR DISTRIBUTION. SUCH STABILIZATION,IF COMMENCED,MAY BE DISCONTINUED AT ANY TIME. 1105802796\1\ TABLE OF CONTENTS Page MAP SHOWING LOCATION OF SUPERSTITION VISTAS WITHIN METROPOLITAN PHOENIX AREA MAP SHOWING LOCATION OF THE DISTRICT AND SUPERSTITION VISTAS IN THE CONTEXT OF THE SURROUNDING AREA....................................................................................................................(v) MAP SHOWING LOCATION OF PUBLIC INFRASTRUCTURE IN CONTEXT OF THE DISTRICT.............(vii) INTRODUCTION.........................................................................................................................................................I THEBONDS.................................................................................................................................................................2 Authorizationand Purpose........................................................................................................................................2 GeneralDescription...................................................................................................................................................2 BondRegistrar and Paying Agent.............................................................................................................................3 RedemptionProvisions..............................................................................................................................................3 SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS.......................................................................4 General......................................................................................................................................................................4 Defeasance.................................................................................................................................................................4 Ad Valorem Property Taxation in the District...........................................................................................................5 Net Assessed Valuation,Comparisons and Trends...................................................................................................9 Record of Taxes Levied and Collected in the District.............................................................................................10 General Obligation Bonded Indebtedness Outstanding and to be Outstanding.......................................................12 ESTIMATED DEBT SERVICE FOR THE BONDS..................................................................................................13 OVERLAPPING,ADDITIONAL OVERLAPPING AND OTHER DEBT AND OTHER TAXES.........................13 Overlapping General Obligation Bonded Indebtedness...........................................................................................13 Additional General Obligation Bonded Indebtedness of the District......................................................................15 Additional Overlapping General Obligation Bonded Indebtedness.........................................................................16 OtherDebt of the District........................................................................................................................................16 BONDINSURANCE..................................................................................................................................................17 RISK FACTORS RELATED TO BOND INSURANCE............................................................................................17 SOURCES AND APPLICATIONS OF FUNDS........................................................................................................17 LANDDEVELOPMENT............................................................................................................................................18 InGeneral................................................................................................................................................................18 TheDeveloper.........................................................................................................................................................19 TheDistrict..............................................................................................................................................................20 THE PUBLIC INFRASTRUCTURE..........................................................................................................................20 RISKFACTORS.........................................................................................................................................................21 General Risks of Real Estate Investment and Development;Certain Factors Which May Adversely Affect Development;Consequences...............................................................................................................................21 Concentration of Ownership; Subsequent Transfer.................................................................................................22 Failure or Inability to Complete Proposed Development........................................................................................22 Completion of the Public Infrastructure..................................................................................................................22 Availabilityof Utilities............................................................................................................................................22 Availabilityof Water...............................................................................................................................................23 Effectof Valuation of Property...............................................................................................................................23 Direct and Overlapping Indebtedness and Taxes.....................................................................................................23 Bankruptcy and Foreclosure Delays........................................................................................................................23 Certificate of Purchase and Participation and Infrastructure Contract.....................................................................24 Cancellation of Property Taxation on Unpatented ASLD Property.........................................................................25 EnvironmentalMatters............................................................................................................................................26 Projections...............................................................................................................................................................26 Amendment of Documents Referenced...................................................................................................................26 Cancellationof Contracts........................................................................................................................................27 NoCredit Rating......................................................................................................................................................27 (i) 1105802796\1\ Risk of Internal Revenue Service Audit..................................................................................................................27 No District Financial Statements.............................................................................................................................27 NoReview of Filings...............................................................................................................................................27 Tariffs......................................................................................................................................................................28 LITIGATION..............................................................................................................................................................28 QUALIFIED TAX-EXEMPT OBLIGATIONS..........................................................................................................28 RATING......................................................................................................................................................................28 NOCREDIT RATING................................................................................................................................................28 TAXEXEMPTION.....................................................................................................................................................29 InGeneral................................................................................................................................................................29 Original Issue Premium and Original Issue Discount..............................................................................................30 Changesin Federal and State Tax Law...................................................................................................................30 Information Reporting and Backup Withholding....................................................................................................30 FINANCIALSTATEMENTS.....................................................................................................................................31 LEGALMATTERS ....................................................................................................................................................31 UNDERWRITING......................................................................................................................................................31 CONTINUINGDISCLOSURE...................................................................................................................................31 MUNICIPALADVISOR............................................................................................................................................32 RELATIONSHIPS AMONG PARTIES.....................................................................................................................32 CONCLUDINGSTATEMENT..................................................................................................................................32 APPENDIX A INFORMATION REGARDING THE CITY OF APACHE JUNCTION,ARIZONA............A-1 APPENDIX B FORM OF APPROVING LEGAL OPINION OF BOND COUNSEL.....................................B-1 APPENDIX C FORM OF CONTINUING DISCLOSURE UNDERTAKING................................................C-1 APPENDIX D BOOK-ENTRY-ONLY SYSTEM............................................................................................D-1 APPENDIX E SUMMARY OF ASLD DOCUMENTS...................................................................................E-1 [APPENDIX F SPECIMEN MUNICIPAL BOND INSURANCE POLICY ...................................................F-1] 1105802796\1\ MAP SHOWING LOCATION OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1 AND SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO.2 WITHIN METROPOLITAN PHOENIX AREA 1105802796\1\ Nov Cobrado �� 3snotY wi -Ilk vunse 1. r ? Tefr1kf�.t►rw.A 1 r Farann HOG shivwlts Labe Plateau Mead T4 _ Glendale pV A" APACHE IUNCi10 ® Phoenix ?�. ....... ` Tempe Mass bade .Pesch spring's �.rrmn lake Mohave Gilbert an A 1,�,0'✓��/•. .. ,�fl�,�i'a•! Bull hea .•. Huglrpoi Pk .ii umi City taw lake Havasu City 'Prev' o 'Snowna4 •511ohlir f Havasu '{ Moyollp Rim l Ali" •Payson Show low 1 p Eavar"- Baldv Peak nQ t i{ �� 11003' AIO�nt� Ph ix a Glendale StottsdaT� La i R"°"'v`�!` Temp Mesa 1a:ami• •61abe San Csrlc» " 6vdceYe Chandler(1 supenorRcxefvar .yr r1.f C61ton- la �;� fOU MfAA AYt _ n i i Li� I' i - Q kan Lois ? _ � !� o ell O p O \ aASeUht AYt — \ \ i� 1, GIlA04l V1[All qq i -Van VIA LAW GAT AVt ATAM"A. \ I� tK.71 f 31 O $ _ ■_ 400 � 3i c1 OV) 11 05802796\1\ MAP SHOWING LOCATION OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1 AND SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO.2 IN THE CONTEXT OF THE SURROUNDING AREA (v) 1105802796\1\ W ELLIOT AVE Superstition Vistas Community Facilities Districts CFD No. 1 CFD No.2 1.375 Acres 1,312 Acres W WARNER AVE ) \ l o � 1 � o Q - , O o a iY o w — U3 o 0 W RAY AVE OO z a 5 to LEGEND c:. QApache Junction Municipal Boundary `N - Superstition Vistas Community Facilities Districts(CFD) .•� Q CFD No.1 September 18,20 4 Q CFD No.2 n zrw roar (vi) 11 05802796\1\ MAP SHOWING LOCATION OF PUBLIC INFRASTRUCTURE IN CONTEXT OF THE DISTRICT (vii) 1105802796\1\ [Insert map] (viii) 1105802796\1\ $2,500,000 SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO.2 GENERAL OBLIGATION BONDS,SERIES 2025 (BANK QUALIFIED) This Official Statement,which includes the cover page,the inside front cover page and the appendices hereto (this"Official Statement"),provides certain information concerning the issuance of Superstition Vistas Community Facilities District No.2 General Obligation Bonds, Series 2025 (the"Bonds"), in the aggregate principal amount of $2,500,000*. Copies of any of the documents referenced herein are available upon request to Hilltop Securities Inc. (the"Underwriter")at:4455 E. Camelback Road, Suite E280,Phoenix,AZ 85018. INTRODUCTION Pursuant to the Community Facilities District Act of 1988,constituting Title 48,Chapter 4,Article 6,Arizona Revised Statutes,as amended(the"Act"),and in response to a petition by D.R.Horton,Inc.,a corporation organized and existing pursuant to the laws of the State of Delaware ("D.R. Horton"), the Mayor and Council (the "City Council")of the City of Apache Junction,Arizona(the"City"),adopted a resolution on October 5,2021,which formed Superstition Vistas Community Facilities District No.2 (the "District"). See APPENDIX A hereto for certain information about the City. The District consists of approximately 1,312 acres of a larger 2,783-acre project within the City,where D.R. Horton was the successful bidder at the public auction conducted by the Arizona State Land Department("ASLD") and pursuant to the terms of the Certificate of Purchase 53-120190 executed November 4, 2020 (the"Certificate of Purchase").Pursuant to the Purchase Agreement and Partial Assignment and Delegation of Rights Under Participation Contract,dated March 14,2022(the`Brookfield Purchase Agreement"),by and between D.R.Horton and Brookfield Homes Holdings LLC, a California limited liability company(`Brookfield Homes"),D.R. Horton agreed to sell and Brookfield Homes agreed to purchase the real property within the boundaries of the District. Brookfield Homes subsequently assigned to Brookfield ASLD 8500 LLC, a Delaware limited liability company(the "Developer"), all of Brookfield Homes' right, title and interest to acquire and develop the real property within the boundaries of the District pursuant to the Brookfield Purchase Agreement. The Developer is now developing a mixed use, master planned community known as Blossom Rock consisting of approximately 1,312 acres of a larger 1,408 acre project (the "Project"or"Blossom Rock"). The Project is located east of Ironwood Drive, west of South Dutchman Drive, south of Radiance Avenue and north of Ray Avenue.Construction on the Project commenced in November 2021,and the first home closings occurred in May 2024. The District was created to assist with financing the acquisition of public infrastructure and public infrastructure purposes within the District. Single family residential units represent approximately 700 acres within the Project.Non-residential development comprises approximately 1,170 acres within the Project. See the maps at pages(iv)and(vi)with respect to the location of the District. Ownership of the Developer was recently modified. The Developer is now owned by the Joint Venture(as defined herein)between affiliates of Brookfield Residential US Holdings,LLC(`Brookfield Residential")and North America Sekisui House, LLC ("NASH"), whereby each member has a vested equity interest in the Developer. See "LAND DEVELOPMENT—The Developer."Pursuant to a Development Management Agreement,the Developer is managed by Brookfield Arizona Management, LLC and Brookfield Arizona Development, LLC,both of which are affiliates of Brookfield Residential.Representatives of the Developer expect the Project will be managed similarly to the way it was managed prior to the creation of the Joint Venture. The District is a special purpose,tax levying public improvement district for purposes of the Constitution of Arizona and a municipal corporation for certain purposes of the laws of the State of Arizona(the"State"or"Arizona"). Except as otherwise provided in the Act, the District is considered to be a municipal corporation and political subdivision of the State,separate and apart from the City.The City Council serves,ex officio,as the Board of Directors of the District(the"Boar(f")and the City Manager of the City currently serves as the District Manager. Among other things, the District is intended, pursuant to a development agreement among the City, the Developer, Brookfield Homes and the District, to serve as a financing mechanism for certain public infrastructure *Preliminary,subject to change. 1 1105802796\1\ necessary for development of the land within the boundaries of the District. See "LAND DEVELOPMENT." The District has the authority to issue general obligation bonds payable from ad valorem property taxes levied on all taxable property within the boundaries of the District,without limitation as to rate or amount,to finance,among other things,the acquisition costs of such public infrastructure,including incidental costs and the cost of issuing bonds.The District also levies a $0.30 ad valorem property tax per $100 of Net Assessed Limited Property Value (as defined herein),the proceeds of which are used to pay a portion of the operation and maintenance expenses of the District and the public infrastructure financed by the District(the"Operation and Maintenance Tax"). [In 2025, the District expects to offer $[ ]* of its Assessment District No. 3 Special Assessment Bonds, Series 2025 (the"2025 Assessment Area No. 3 Bonds"),pursuant to a separate official statement. The 2025 Assessment Area No. 3 Bonds are not payable from ad valorem taxes securing repayment of the Bonds. See "OVERLAPPING,ADDITIONAL OVERLAPPING AND OTHER DEBT AND OTHER TAXES—Other Debt of the District."] THE BONDS Authorization and Purpose The Bonds are authorized pursuant to the Act and an election held on February 2,2022(the"Election"),and will be issued,pursuant to a resolution adopted by the Board on [December 2, 2025] (the"Bond Resolution"). The Bonds will be the second series issued pursuant to the authorization approved by the Election,and, after issuance of the Bonds, $[397,470,000]*principal amount of such general obligation bonds will remain authorized but unissued. In addition, certain use of net premium on general obligation bonds of the District reduce the principal amount of authorized but unissued general obligation debt of the District. See "SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS—Ad Valorem Property Taxation in the District,""OVERLAPPING,ADDITIONAL OVERLAPPING AND OTHER DEBT AND OTHER TAXES—Additional General Obligation Bonded Indebtedness of the District"and TABLE 8. The Bonds are being issued in order to acquire certain public infrastructure described herein benefitting the District (the "Public Infrastructure") and to pay costs of issuance of the Bonds. See "THE PUBLIC INFRASTRUCTURE." General Description The Bonds will be dated the date of their initial delivery,and will mature and bear interest as set forth on the inside front cover page of this Official Statement. Interest on the Bonds will be paid semiannually on January 15 and July 15 of each year,commencing July 15,2026*(each such date being referred to herein as an"Interest Payment Date"). The Bonds will bear interest from the most recent Interest Payment Date to which interest has been paid or duly provided for or,if no interest has been paid,from the date of their initial delivery,calculated on the basis of a 360-day year of twelve 30-day months. The principal of,redemption price for,if any,and interest on the Bonds will be payable when due to Cede& Co.,as nominee of The Depository Trust Company("DTC").The District has chosen the close of business on the last day of the month (other than a Saturday, a Sunday, or a legal holiday or equivalent (other than a moratorium) for banking institutions generally in the place of payment or in the city where the principal corporate trust office of the Bond Registrar and Paying Agent(as defined herein) is located(a"Business Day")) next preceding the applicable Interest Payment Date,or if such day is not a Business Day,the previous Business Day,as the"Record Date"for the Bonds. Beneficial ownership interests may be purchased through the facilities of DTC in the book-entry-only form described herein in minimum denominations of$5,000 of principal and integral multiples in excess thereof, due on specified maturity dates. DTC will act as the securities depository of the Bonds for a book-entry-only system (the "Book-Entry-Only System"). See APPENDIX D—"BOOK-ENTRY-ONLY SYSTEM." *Preliminary,subject to change. 2 1105802796\1\ Bond Registrar and Paying Agent U.S. Bank Trust Company,National Association will serve as the initial bond registrar,transfer agent and paying agent(the "Bond Registrar and Paying Agent") for the Bonds. The District may change the Bond Registrar and Paying Agent without notice to or consent of the owners of the Bonds. Redemption Provisions* Optional Redemption. The Bonds maturing on or after July 15, will be subject to redemption prior to maturity,at the option of the District,on or after July 15, ,in whole or in part on any date,at the redemption price of principal amount of the Bonds or portion thereof being redeemed plus accrued interest to the redemption date,but without premium. Mandatory (Sinking Fund) Redemption. The Bonds maturing on July 15 of the following years will be redeemed from funds of the District prior to maturity on the following redemption dates and in the following(sinking fund) amounts, upon payment of the redemption price which consists of the principal amount of the Bonds so redeemed plus accrued interest, if any,on the Bonds so redeemed from the most recent Interest Payment Date to the redemption date,but without premium: Redemption Date Principal (July 15) Amount Bonds Maturing in (maturity) Redemption Date Principal (July 15) Amount Bonds Maturing in n (maturity) Whenever Bonds which are subject to mandatory redemption are redeemed (other than pursuant to mandatory redemption) or are delivered to the Bond Registrar and Paying Agent for cancellation, the principal amount of the Bonds so retired shall satisfy and be credited against the mandatory redemption requirements for such Bonds for such years as the District may direct. Notice of Redemption. So long as the Bonds are held under the Book-Entry-Only System, notices of redemption will be sent to DTC, in the manner required by DTC. If the Book-Entry-Only System is discontinued, notice of redemption of any Bond will be mailed to the registered owner of the Bond or Bonds being redeemed at the address shown on the bond register maintained by the Bond Registrar and Paying Agent not more than sixty(60)nor less than thirty(30)days prior to the date set for redemption.Neither the failure of DTC nor any registered owner of Bonds to receive a notice of redemption nor any defect therein will affect the validity of the proceedings for redemption *Preliminary,subject to change. 3 1105802796\1\ of Bonds as to which proper notice of redemption was given. Notice of redemption may be sent to any securities depository by mail, facsimile transmission, wire transmission or any other means of transmission of the notice generally accepted by the respective securities depository. Notice of any redemption will also be sent to the Municipal Securities Rulemaking Board (the "MSRB"), currently through the MSRB's Electronic Municipal Market Access system ("EMMA"), in the manner required by the MSRB,but no defect in said further notice or record nor any failure to give all or a portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above. See APPENDIX D—"BOOK-ENTRY-ONLY SYSTEM." If the money necessary for such redemption is not held by the Bond Registrar and Paying Agent at the time of mailing the notice of redemption, the notice will further state that the redemption is conditional on such money being so held on the date set for redemption, and that if not so held,the redemption will be cancelled and the notice shall be of no force or effect.The notice of redemption shall describe the conditional nature of the redemption. Effect of Redemption. Pursuant to the Bond Resolution, if on the date of redemption of Bonds sufficient moneys for payment of the redemption price and accrued interest are held by the Bond Registrar and Paying Agent, interest on the portion of the Bonds to be redeemed will cease to accrue and such portion of the Bonds will cease to be entitled to any benefit or security under the Bond Resolution except the right to receive payment from the moneys held for such portion of the Bonds by the Bond Registrar and Paying Agent. Redemption of Less Than All of a Bond. The District may redeem an amount which is included in a Bond in the denomination in excess of,but divisible by$5,000. In that event if the Book-Entry-Only System is discontinued, the registered owner shall submit the Bond for partial redemption and the Bond Registrar and Paying Agent shall make such partial payment and the Bond Registrar and Paying Agent shall cause to be issued a new Bond in a principal amount which reflects the redemption so made to be authenticated and delivered to the registered owner thereof. SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS General The Board will annually levy and cause an ad valorem property tax to be collected,at the same time and in the same manner as other taxes are levied and collected on all taxable property in the District,sufficient,together with any amounts from the sources described in the Act and available pursuant to the Bond Resolution,to pay debt service with respect to the Bonds(whether at maturity or prior redemption)when due. The Bonds will be payable from such taxes on the same basis as issues of general obligation bonds of the District currently outstanding and those which may be issued in the future. The Board also levies the Operation and Maintenance Tax. See "OVERLAPPING, ADDITIONAL OVERLAPPING AND OTHER DEBT AND OTHER TAXES — Additional General Obligation Bonded Indebtedness of the District." NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE CITY,THE STATE OR ANY POLITICAL SUBDIVISION THEREOF(OTHER THAN THE DISTRICT)IS PLEDGED TO THE PAYMENT OF THE BONDS.THE BONDS ARE OBLIGATIONS OF THE DISTRICT ONLY. NONE OF THE CITY, THE STATE, OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE DISTRICT) WILL HAVE ANY OBLIGATION WITH RESPECT TO THE PAYMENT OF DEBT SERVICE FOR THE BONDS. PURSUANT TO ARIZONA LAW, THE LAND OWNED BY ASLD WITHIN THE BOUNDARIES OF THE DISTRICT IS NOT SUBJECT TO PROPERTY TAXATION UNTIL THE EARLIER OF (1) ISSUANCE OF A PATENT FOR SUCH PORTION OF THE LAND,OR(2)SEVEN(7)YEARS FROM THE DATE OF THE PUBLIC AUCTION OF THE LAND (i.e.,NOVEMBER 4, 2020). THEREAFTER, IF THE CERTIFICATE OF PURCHASE IS CANCELED, THE LAND OWNED BY ASLD WITHIN THE BOUNDARIES OF THE DISTRICT WILL NOT BE SUBJECT TO TAXATION. SEE "SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS — AD VALOREM PROPERTY TAXATION IN THE 4 1105802796\1\ DISTRICT — TAXATION OF UNPATENTED ASLD PROPERTY" AND "RISK FACTORS — CANCELLATION OF PROPERTY TAXATION ON UNPATENTED ASLD PROPERTY"HEREIN. Defeasance Pursuant to the Bond Resolution, payment of all or any part of the Bonds may be provided for by the irrevocable deposit, in trust, of monies or obligations issued or guaranteed by the United States of America ("Defeasance Obligations") or both, which, with the maturing principal of and interest on such Defeasance Obligations, if any,will be sufficient, as evidenced by a certificate or report of an accountant, to pay when due the principal or redemption price, if any, of and interest on such Bonds. Any Bonds so provided for will no longer be outstanding under the Bond Resolution or payable from ad valorem property taxes on taxable property in the District, and the owners of such Bonds shall thereafter be entitled to payment only from the monies and Defeasance Obligations deposited in trust. Ad Valorem Property Taxation in the District General. Primary ad valorem property taxes are levied for the maintenance and operation of counties,cities, towns,school districts,community college districts and certain special taxing districts as described below. Secondary ad valorem property taxes are levied for debt retirement (e.g., debt service on the Bonds), voter-approved budget overrides, the maintenance and operation of special service districts as described below(including the District) and qualified school district desegregation expenditures.The District levies only secondary ad valorem property taxes. Both primary ad valorem property taxes and secondary ad valorem property taxes are levied based upon limited property value(the"Limited Property Value"),which(i)for locally assessed property in existence in the prior year that did not undergo modification through construction,destruction,split or change in use,is equal to the lesser of(a)the full cash value("Full Cash Value")of the property or(b)an amount 5%greater than the Limited Property Value of such property determined for the prior year and(ii) for centrally valued property is equal to the Full Cash Value. (Property that is subject to an equalization order that the State Legislature exempts from the above property tax limitation(as described below) is also valued at Full Cash Value.) There is no limit on the growth of Full Cash Value of such exempted or centrally assessed property. The property tax assessment ratios are then applied against the Limited Property Value,and property exempt from taxation is netted out of the Limited Property Value,to arrive at"Net Assessed Limited Property Value." The tax rates imposed for both primary tax and secondary tax purposes are then applied against the Net Assessed Limited Property Value to determine the respective primary and secondary tax levy amounts. For tax purposes in Arizona,real property is either valued by the Assessor of the county in which the District is located(Pinal County,Arizona(the"County"))or by the Arizona Department of Revenue.Property valued by the Assessor of the County is referred to as"locally assessed"property and generally encompasses residential,agricultural and traditional commercial and industrial property.Property valued by the Arizona Department of Revenue is referred to as"centrally valued"property and includes: (1)property used in the business of patented or unpatented producing mines,mills and smelters; (2)producing oil, gas and geothermal interests; (3)real property and improvements used for operation of telephone,telegraph,gas,water and electric utilities;(4)aircraft regularly scheduled and operated by an aircraft company;(5)standing timber;(6)pipelines;and(7)personal property,except mobile homes. Primary Taxes. Per State statute,taxes levied for the maintenance and operation of counties, cities,towns, school districts,community college districts,certain special taxing districts,and the State are primary taxes.Primary taxes are levied against the Net Assessed Limited Property Value of the taxing jurisdiction. The amount of primary taxes levied by each county(including the County),city,town and community college district are constitutionally limited to a maximum increase of 2%over the maximum allowable prior year's levy limit amount plus any taxes on property not subject to tax in the preceding year(e.g.,new construction and property brought into the jurisdiction because of annexation). The 2% limitation does not apply to primary taxes levied on behalf of school districts. 5 1105802796\1\ Primary taxes on residential property only are constitutionally limited to 1%of the Limited Property Value of such property.This constitutional limitation on residential primary tax levies is implemented by reducing the school district's taxes.To offset the effects of reduced school district property taxes,the State compensates the school district by providing additional State aid. Secondary Taxes. Taxes levied for debt retirement(e.g.,debt service on the Bonds),voter-approved budget overrides, the maintenance and operation of special service districts such as the District, sanitary, fire and road improvement districts and qualified school district desegregation expenditures are secondary taxes. These taxes are levied against the Net Assessed Limited Property Value. There is no limitation on annual levies for voter-approved bond indebtedness and certain special district assessments, including those of the District, are also unlimited. Debt service on the Bonds is payable solely from secondary property taxes. Determination of Full Cash Value. The first step in the tax process is the determination of the Full Cash Value of each parcel of real property within the State.(The Arizona tax year is defined as the calendar year,although tax procedures begin prior to January 1 of the tax year and continue through May of the succeeding calendar year, when payment of the second installment of property taxes for the prior tax year becomes delinquent.)Full Cash Value is statutorily defined to mean"that value determined as prescribed by statute"or if no statutory method is prescribed it is"synonymous with market value.""Market value"means that estimate of value that is derived annually by use of standard appraisal methods and techniques,which generally includes the market approach,the cost approach and the income approach. As a general matter, the various county assessors use a cost approach for commercial/industrial property and a sales data approach for residential property. Arizona law allows taxpayers to appeal the county assessor's valuations by providing evidence of a lower value,which may be based upon another valuation approach. Following the determination of the Full Cash Value,the Assessor of the County then determines the Limited Property Value by applying any applicable property growth limitations as described under "Ad Valorem Property Taxation in the District—General"above. Assessment Ratios. All property,both real and personal,is assigned a classification to determine its assessed valuation for tax purposes. Each legal classification is defined by property use and has an assessment ratio (a percentage factor)that is multiplied by the applicable Limited Property Value to obtain the assessed valuation. The appropriate property classification ratio is applied to the applicable Limited Property Value of each property parcel to determine the assessed valuation for such parcel.The current assessment ratios for each class of property are set forth in the following table. TABLE 1 PROPERTY TAX ASSESSMENT RATIOS(TAX YEAR) Property Classification(a) 2023 2024 2025 Mining,Utility,Commercial and Industrial(b) 17.0% 16.5% 16.0% Agriculture and Vacant Land 15 15 15 Owner Occupied Residential 10 10 10 Lease or Rented Residential 10 10 10 Railroad,Private Car Company and Airline Flight Property(c) 14 14 13 (a) Additional classes of property exist but seldom amount to a significant portion of a taxing jurisdiction's total valuation. (b) The assessment ratio for this property classification will decrease to 15.5% for tax year 2026 and 15.0% for each tax year thereafter. (c) This percentage is determined annually pursuant to Section 42-15005,Arizona Revised Statutes. Source:State and County Abstract of the Assessment Roll,Arizona Department of Revenue. Tax Procedures. On or before the third Monday in August of each year, the Board of Supervisors of the County prepares the tax roll that sets forth the valuation by taxing district of all property in the County subject to taxation. The Assessor of the County is required to complete the assessment roll by December 15 of the year prior to 6 1105802796\1\ the levy.This tax roll also shows the valuation and classification of each parcel of land located within the County for the tax year.The tax roll is then forwarded to the Treasurer of the County(the"Treasurer").With the various budgetary procedures having been completed by the governmental entities, the appropriate primary and secondary tax rate for each jurisdiction is then applied to the Net Assessed Limited Property Value of each parcel of property in order to determine the total tax owed by each property owner.Any subsequent decrease in the value of the tax roll as it existed on the date of the levy due to appeals or other reasons would reduce the amount of taxes received by each jurisdiction. The property tax lien on real property attaches on January 1 of each fiscal year(the year beginning July 1 and ending June 30("Fiscal Year"))the tax is levied.Such lien is prior and superior to all other liens and encumbrances on the property subject to such tax except liens or encumbrances held by the State or liens for taxes accruing in any other years. The State Legislature, from time to time, may change the manner in which taxes are levied, including changing the assessment ratios and property classifications. The District cannot determine whether any future legislation will become law or how it might affect property tax collections for the District. However, removing or amending limits on the growth rate of Limited Property Value for locally assessed property would require further amendment to the State Constitution. Delinquent Tax Procedures. The property taxes due the District are billed, along with State, County, and other taxes,in September of each year and are payable in two installments on the subsequent October 1 and March 1. The delinquent tax dates are November 1 and May 1 and delinquent taxes are subject to a penalty of 16%per annum unless the full year's taxes are paid by December 31.(Delinquent interest is waived if a taxpayer,delinquent as to the November 1 payment,pays the entire year's tax bill by December 31.)At the close of the tax collection period,the Treasurer prepares a delinquent property tax list and the property so listed is subject to a tax lien sale in February of the succeeding year. In the event that there is no purchaser for the tax lien at the sale,the tax lien is assigned to the State, and the property is reoffered for sale from time to time until such time as it is sold, subject to redemption, for an amount sufficient to cover all delinquent taxes. After three years from the sale of the tax lien,the tax lien certificate holder may bring an action in a court of competent jurisdiction to foreclose the right of redemption and, if the delinquent taxes plus accrued interest are not paid by the owner of record or any entity having a right to redeem, a judgment is entered ordering the Treasurer to deliver a treasurer's deed to the certificate holder as prescribed by law. Chapter 176,Laws of Arizona 2024(commonly referred to by its original bill number as"SB 1431")revises the redemption and foreclosure process for tax lien certificate holders whereby a delinquent taxpayer may request an entry of judgment directing the sale of the property for excess proceeds. If a delinquent taxpayer requests an excess proceeds sale, and an entry of judgment is granted to direct such excess proceeds sale, a tax lien certificate holder's potential financial return on the subject tax lien eligible for foreclosure may decrease relative to the tax lien certificate holder's potential financial return on such tax lien prior to the enactment of SB 1431. Therefore, in connection with the new excess proceeds sale process instituted by SB 1431,it is reasonable to conclude that"tax sale investors"may be less willing to purchase tax liens.The effective date of SB 1431 was September 14,2024.None of the District,the Municipal Advisor,the Underwriter,the Developer,or the counsel or agents of any of them,are able to determine or predict what impact,if any, SB 1431 will have on property tax collections in the District. It should be noted that in the event of bankruptcy of a taxpayer pursuant to the United States Bankruptcy Code (the `Bankruptcy Code"), the law is currently unsettled as to whether a lien can attach against the taxpayer's property for property taxes levied during the pendency of bankruptcy. Such taxes might constitute an unsecured and possibly noninterest bearing administrative expense payable only to the extent that the secured creditors of a taxpayer are over secured,and then possibly only on the prorated basis with other allowed administrative claims. It cannot be determined,therefore,what adverse impact bankruptcy might have on the ability to collect ad valorem property taxes on a property of a bankrupt taxpayer within the District.Proceeds to pay such taxes come only from the taxpayer or from a sale of the tax lien on the property. When a debtor files or is forced into bankruptcy,any act to obtain possession of the debtor's estate,any act to create or perfect any lien against the property of the debtor or any act to collect, assess or recover a claim against the debtor that arose before the commencement of the bankruptcy would be stayed pursuant to the Bankruptcy Code. 7 1105802796\1\ While the automatic stay of a bankruptcy court may not prevent the sale of tax liens against the real property of a bankrupt taxpayer,the judicial or administrative foreclosure of a tax lien against the real property of a debtor would be subject to the stay of a bankruptcy court. It is reasonable to conclude that"tax sale investors"may be reluctant to purchase tax liens under such circumstances,and,therefore,the timeliness of post-bankruptcy petition tax collections becomes uncertain. It cannot be determined what impact any deterioration of the financial conditions of any taxpayer,whether or not protection under the Bankruptcy Code is sought, may have on payment of or the secondary market for the Bonds.None of the District,the Municipal Advisor(as defined herein),the Underwriter,or the Developer(except for its own operations and financial condition),nor their respective attorneys,agents or consultants have undertaken any independent investigation of the operations and financial condition of any taxpayer, nor have they assumed responsibility for the same. In the event the Treasurer is expressly enjoined or prohibited by law from collecting taxes due from any taxpayer, such as may result from the bankruptcy of a taxpayer, any resulting deficiency could be collected in subsequent tax years by adjusting the District's tax rate charged to non-bankrupt taxpayers during such subsequent tax years. See"RISK FACTORS—Bankruptcy and Foreclosure Delays"herein. Taxation of Unpatented ASLD Property. [Pursuant to Section 37-252,Arizona Revised Statutes,if a patent for lands sold by ASLD has not been issued within seven years after ASLD issued a certificate of purchase,all lands sold shall be taxed,and the taxes assessed on those lands will be collected and enforced as against other lands. ASLD shall not issue a patent on such lands until all taxes that are due on the lands have been paid. In accordance with Section 37-254, if any lands sold by ASLD revert to the State, ASLD shall notify the County, and the County shall cancel any property tax assessment of the land,and the County and its Board of Supervisors shall charge off all taxes levied against the land. D.R. Horton and ASLD entered into the Certificate of Purchase with respect to the real property within the boundaries of the District on November 4, 2020. As of the date of this Official Statement, the D.R.Horton has patented approximately acres of the total approximately 1,312 acres within the boundaries of the District. This patented property is not subject to reversion to the State. The remaining approximately unpatented acres are expected to become subject to ad valorem property taxes when patented or on November 4,2027(seven(7) years after the Auction Date), whichever occurs first, based on the Arizona law provisions described above. It is expected that the unpatented portion of the land still owned by ASLD will be assessed by the County as agricultural or vacant land and generate a relatively low amount of property taxes relative to the taxable property within the District that has been improved by the Developer or D.R. Horton. In the event the Developer breaches the Certificate of Purchase,or ASLD terminates the Certificate of Purchase for any reason,property taxation of the unpatented property, if commenced,may be cancelled under Arizona law. None of the District, the Municipal Advisor, the Underwriter, the Developer, D.R. Horton or the counsel or agents of any of them, are able to predict what impact, if any, such potential cancellation would have on the financial condition of the District or the payment of debt service on the Bonds. The District has not assumed the collection of property taxes from the unpatented ASLD property for purposes of sizing the par amount of the Bonds;provided, however,that the District has assumed the Developer's continued development of the Project. See "RISK FACTORS — Certificate of Purchase and Participation and Infrastructure Contract,and—Cancellation of Property Taxation on Unpatented ASLD Property"herein.] 8 1105802796\1\ Net Assessed Valuation,Comparisons and Trends Property Valuations. The following tables list the various property valuations for the District and other entities for the Fiscal Years indicated. TABLE 2 DISTRICT ESTIMATED NET FULL CASH VALUE AND NET ASSESSED LIMITED PROPERTY VALUE COMPARISON Estimated Net Full Net Assessed Limited Property Fiscal Year Cash Value(a) Value 2025/26 $61,949,437(b) $2,513,858 2024/25 6,473,127 494,957 2023/24(c) -(d) 410,526 (a) Estimated net full cash value("Estimated Net Full Cash Value")is the Full Cash Value of the property less the estimated value of exempt property within the District. (b) Full Cash Value of the property for Fiscal Year 2025/26 is$73,597,866. (c) Represents the first year assessed valuation has been available for the District. (d) The Estimated Net Full Cash Value for 2023/24 is unavailable. Source:Abstract by Tax Authority,the Assessor of the County(August dated file for each corresponding year). TABLE 3 COMPARATIVE NET ASSESSED LIMITED PROPERTY VALUES AND TRENDS Fiscal Year The District Pinal County State of Arizona 2025/26 $2,513,858 $4,073,510,894 $92,371,826,506 2024/25 494,957 3,772,917,916 88,425,611,337 2023/24(a) 410,526 3,390,905,658 83,026,530,244 (a) Represents the first year assessed valuation has been available for the District. Source:Pinal County Tax Levy,Pinal County—Finance Department,and State and County Abstract of the Assessment Roll,Arizona Department of Revenue. TABLE 4 DISTRICT NET ASSESSED LIMITED PROPERTY VALUES BY PROPERTY CLASSIFICATION 2025/26 2025/26 Net Assessed Percent of Legal Class Description Limited Total 1 Mining,Utility,Commercial and Industrial $11,533 0.46% 2 Agricultural and Vacant 1,017,936 40.49% 3 Residential(Owner Occupied) 916,635 36.46% 4 Residential(Rental Occupied) 567,755 22.58% Total $2,513,859 100.00% Source:Abstract by Tax Authority, the Assessor of the County. See also in this respect the discussion under the subheading"LAND DEVELOPMENT." 9 1105802796\1\ Set forth below are the major property taxpayers located within the District and their Net Assessed Limited Property Value and their relative proportion of the total Net Assessed Limited Property Value for the District. TABLE 5 NET ASSESSED LIMITED PROPERTY VALUE OF CERTAIN TAXPAYERS 2025/26 As Percent of District's Net Assessed 2025/26 Net Assessed Limited Property Limited Property Taxpayer(a) Valuation Valuation(b) Brookfield ASLD 8500 LLC $632,355 21.15% BRP Homes Arizona LLC 195,339 6.53 Tri Pointe Homes Arizona 91 LLC 144,094 4.82 Pulte Home Company LLC 106,533 3.56 Richmond American Homes of Arizona Inc. 78,550 2.63 Slate Non-NC/Non-WA Property Owner LLC 71,462 2.39 Weekley Homes LLC 69,101 2.31 DRP Bookbinder Multistate LLC 60,966 2.04 City of Apache Junction 57,551 1.92 Slate Non-NC/Non-WA Property Owner LLC 29,028 0.97 $ 1,444,978 48.32% (a) Some of the major taxpayers are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file reports,proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information (collectively, the "Filings") may be inspected, copied and obtained at prescribed rates at the Commission's public reference facilities at 100 F Street,N.E.,Washington,D.C.20549-2736. In addition,the Filings may also be inspected at the offices of the New York Stock Exchange at 20 Broad Street,New York, New York 10005.The Filings may also be obtained through the Internet on the Commission's EDGAR database at http://www.sec.gov. None of the District, Bond Counsel, the Municipal Advisor, the Underwriter, the Developer (except for its own Filings), or counsel to any of the foregoing has examined the information set forth in the Filings for accuracy or completeness,nor have they assumed responsibility for the same. (b) Totals may not add due to rounding. Source: The Assessor of the County. See"RISK FACTORS—General Risks of Real Estate Investment and Development; Certain Factors Which May Adversely Affect Development; Consequences" and "RISK FACTORS — Concentration of Ownership; Subsequent Transfer." Record of Taxes Levied and Collected in the District Under Arizona law,the Board of Supervisors of the County is required to levy a tax in an amount sufficient to satisfy debt service requirements of each special district with general obligation debt located in the County.Property taxes are levied and collected on property within the District and certified to by the Treasurer on behalf of the District. The following table sets forth the tax collection record of the District for the indicated fiscal years.Fiscal Year 2022/23 was the first year property taxes were levied by the District. 10 1105802796\1\ TABLE 6 REAL AND SECURED PROPERTY TAXES LEVIED AND COLLECTED Collected to June 30 Total Collections through End of Fiscal Year(a) [November 11,2025 Real and Secured Personal Property Percent of Percent of Tax Fiscal Year Tax Levy(b) Amount Tax Levy Amount Levy(c) 2025/26 $502,561.02 (d) $47,061.19 9.36% 2024/25 261,932.40 261,219.13 99.73% 261,932.40 100.00% 2023/24(e) 0.00 0.00 0.00 0.00 0.00 2022/23 (e) 0.00 0.00 0.00 0.00 0.00 (a) Reflects collections made through the end of the Fiscal Year,on such year's levy.Property taxes are payable in two installments.The first installment is due on October 1 and becomes delinquent on November 1;the second installment is due on March 1 and becomes delinquent on May 1.Delinquent taxes are subject to an interest and penalty charge of 16%per annum,which is prorated at a monthly rate of 1.333%.Interest and penalty collections for delinquent taxes are not included in the collection figures above but are deposited in the County's General Fund.Interest and penalties with respect to the first half tax collections(delinquent November 1)are waived if the full year's taxes are paid by December 31. (b) Tax levy is as reported by the Treasurer as of August of each tax year. Amount does not include adjustments made to levy amounts after the August report. The District's tax levy includes the amount necessary for debt service as well as the Operation and Maintenance Tax. (c) Total collections as a percentage of tax levy shown are based on the original levy set by the County and do not reflect adjustments. (d) In the process of collection. Due to corrections by the Treasurer to 2025 tax bills, the bi-annual installment schedule discussed in footnote (a) will be adjusted for tax year 2025-26. Interest and late fees that would normally accrue on first half payments made after November 3,2025 are being waived for 90 days. Second half payments are due May 1,2026. (e) The District levied the Operation and Maintenance Tax in fiscal year 2022/23 in anticipation of D.R. Horton patenting land from ASLD. Any land patented by the D.R.Horton in such fiscal year occurred after the Assessor of the County determined whether property was subject to property taxation for such property tax year. Therefore,although the District levied the Operation and Maintenance Tax in fiscal year 2022/23,no property taxes were collected because the County determined the land within the boundaries of the District was owned by ASLD and exempt from property taxation. Source: The Treasurer. 11 1105802796\1\ The tax rates provided below reflect the tax rate per$100 Net Assessed Limited Property Value levied within the District for the Fiscal Years indicated. Fiscal Year 2022/23 was the first year property taxes were levied by the District,provided,however,that no taxes were collected in such year because the land within the District was owned by ASLD and exempt from property taxation. TABLE 7 TAX RATE DATA Fiscal Year Tax Rate(a) 2025/26 $3.60 2024/25 3.60 2023/24 3.60 2022/23 0.30(b) (a) Includes the Operation and Maintenance Tax. (b) See footnote(e)to TABLE 6. Source:Pinal County Tax Levy,Pinal County—Finance Department. General Obligation Bonded Indebtedness Outstanding and to be Outstanding The table shown below lists the general obligation bonded indebtedness of the District: TABLE 8 DISTRICT GENERAL OBLIGATION BONDED INDEBTEDNESS OUTSTANDING AND TO BE OUTSTANDING Issue Original Final Maturity Balance Series Purpose Amount Date Outstanding None $ 0 Total Direct General Obligation Bonded Debt Outstanding $ 0 Plus:The Bonds 2,500,000*(a) Total Direct General Obligation Bonded Debt to be Outstanding $2,500,000* (a) $ ,000 of net premium on the Bonds reduces the principal amount of authorized but unissued general obligation debt of the District authorized at the Election. *Preliminary,subject to change. 12 1105802796\1\ ESTIMATED DEBT SERVICE FOR THE BONDS(a)* Set forth below are the estimated debt service requirements for the Bonds: Period Bonds* Estimated Ending Debt (July 15) Principal Interest(b) Service* (c) 2026 $ 150,000 $ 86,666 $ 236,666 2027 45,000 141,000 186,000 2028 50,000 138,300 188,300 2029 50,000 135,300 185,300 2030 55,000 132,300 187,300 2031 60,000 129,000 189,000 2032 60,000 125,400 185,400 2033 65,000 121,800 186,800 2034 70,000 117,900 187,900 2035 75,000 113,700 188,700 2036 80,000 109,200 189,200 2037 85,000 104,400 189,400 2038 90,000 99,300 189,300 2039 95,000 93,900 188,900 2040 100,000 88,200 188,200 2041 105,000 82,200 187,200 2042 110,000 75,900 185,900 2043 115,000 69,300 184,300 2044 125,000 62,400 187,400 2045 130,000 54,900 184,900 2046 140,000 47,100 187,100 2047 150,000 38,700 188,700 2048 155,000 29,700 184,700 2049 165,000 20,400 185,400 2050 175,000 10,500 185,500 $2,500,000 $2,227,466 $4,727,466 (a) Provided by the Municipal Advisor. (b) Interest is estimated.The first interest payment on the Bonds will be due on July 15,2026.* Thereafter,interest payments will be made semiannually on each January 15 and July 15 until maturity or prior redemption. (c) Totals may not add due to rounding. OVERLAPPING,ADDITIONAL OVERLAPPING AND OTHER DEBT AND OTHER TAXES Overlapping General Obligation Bonded Indebtedness Overlapping general obligation bonded indebtedness is shown below including a breakdown of each overlapping jurisdiction's applicable general obligation bonded indebtedness,Net Assessed Limited Property Value and combined tax rate per$100 Net Assessed Limited Property Value.Outstanding bonded indebtedness is comprised of general obligation bonds outstanding and general obligation bonds scheduled for sale. The applicable percentage of each jurisdiction's Net Assessed Limited Property Value which lies within the District's boundaries was derived *Preliminary,subject to change. 13 1105802796\1\ from information obtained from the County Assessor. See "RISK FACTORS — Direct and Overlapping Indebtedness and Taxes." TABLE 9 OVERLAPPING GENERAL OBLIGATION BONDED INDEBTEDNESS Proportion Applicable Total Tax Rates 2025/26 to the District(a) Par$100 Net Assessed General Net Assessed Limited Obligation Approximate Net Debt Limited Overlapping Jurisdiction Property Value Bonded Debt(b) Percent Amount Property Value(c) State of Arizona $92,371,826,506 None 0.00% None None Pinal County(d) 4,073,510,894 None 0.06 None $3.6659 Pinal County Community College District 4,073,510,894 $47,810,000 0.06 $29,505 1.7611 Central Arizona Water Conservation District 4,073,510,894 None 0.06 None 0.1400 East Valley Institute of Technology 1,024,276,220 None 0.25 None 0.0500 Apache Junction Unified School District No.43 631,945,919 3,500,000 0.40 13,923 3.5123 Superstition Fire&Medical District 609,939,494 1,338,000 0.41 5,515 3.8000 City of Apache Junction 238,509,446 None 1.05 None None The District(e) 2,513,858 2,500,000* 100.00 2,500,000* 3.6000 $2,548,942* (a) For Tax Year 2025,portions of the land within the boundaries of the District were still owned by ASLD and therefore not subject to property taxes and assessed values were not assigned to such portions of the District.If the assessed value within the District increases at a faster rate than the overlapping jurisdictions,the amount of overlapping debt allocated for payment within the District will increase. (b) Includes total stated principal amount of general obligation bonds outstanding. Does not include outstanding principal amounts of certificates of participation or revenue obligations outstanding for the jurisdictions listed above.Also does not include outstanding principal amounts of bonds of various assessment districts or areas as the obligations of these districts or areas are presently being paid from special assessments against property within the various districts or areas.Does not include authorized but unissued general obligation bonds of such jurisdictions which may be issued in the future. Authorized but unissued amounts in the following table may be subject to additional reductions based on use of net premium amounts but such reductions are not reflected in the table. Additional bonds may also be authorized by voters within overlapping jurisdictions pursuant to future elections. General Obligation Bonds Overlapping Jurisdiction Authorized but Unissued The District(f) $[397,470,000]* Also does not include the obligation of the Central Arizona Water Conservation District("CAWCD") to the United States Department of the Interior the ("Department of the Interior"), for repayment of certain capital costs for construction of the Central Arizona Project ("CAP"), a major reclamation project that has been substantially completed by U.S. Department of the Interior. In April of 2003,the United States and CAWCD agreed to settle litigation over the amount of the construction cost repayment obligation, the amount of the respective obligations for payment of the operation,maintenance and replacement costs and the application of certain revenues and credits against such obligations and costs.Under the agreement,CAWCD's obligation for substantially all of the CAP features that have been constructed so far will be set at $1.646 billion, which amount assumes(but does not mandate)that the United States will acquire a total of 667,724 acre-feet of CAP water for federal purposes. The United States will complete unfinished CAP construction work related to the water supply system and regulatory storage stages of CAP at no additional cost to CAWCD. Of the $1.646 billion repayment obligation,73%will be interest bearing and the remaining 27%will be non-interest bearing. Preliminary,subject to change. 14 1105802796\1\ These percentages have been fixed for the entire 50-year repayment period,which commenced October 1,1993. CAWCD is a multi-county water conservation district having boundaries coterminous with the exterior boundaries of Arizona's Maricopa,Pima and Pinal Counties.The obligation is evidenced by a master contract between CAWCD and the Department of the Interior. CAWCD was formed for the express purpose of paying administrative costs and expenses of the CAP and to assist in the repayment to the United States'portion of the CAP capital costs.Repayment will be made from a combination of power revenues,subcontract revenues(i.e., agreements with municipal, industrial and agricultural water users for delivery of CAP water) and a tax levy against all taxable property within CAWCD's boundaries.At the date of this Official Statement,the tax levy is limited to 14 cents per $100 of Net Assessed Limited Property Value, of which 14 cents is currently being levied. (See Arizona Revised Statutes,Sections 48-3715 and 48-3715.02).There can be no assurance that such levy limit will not be increased or removed at any time during the life of the contract. (c) The District's$3.600 tax rate is a combined tax rate that includes the tax rate for general obligation bond debt service payments plus the Operation and Maintenance Tax. The District levies a tax rate of$0.300 for the Operation and Maintenance Tax. The District's current levy of a$3.300 tax rate to pay general obligation bond debt service is a"target"tax rate in accordance with the District Development,Financing Participation,Waiver and Intergovernmental Agreement, dated as of October 10, 2022, by and among the City, the District, the Developer and Brookfield Homes, as amended by the First Amendment to Amended and Restated District Development,Financing Participation,Waiver and Intergovernmental Agreement,by and among the City,the District, Brookfield Homes and the Developer, dated as of January 25, 2024, and as further amended by the Second Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement,by and among the City,the District,Brookfield Communities US Holdings LLC, North America Sekisui House,LLC,and the Developer,dated as of[ ],2025 (as so amended,the"CFD Development Agreement"). From time to time,the parties to the CFD Development Agreement may agree to amend such agreement,including an agreement to increase the target tax rate. Regardless of the target tax rate set forth in the CFD Development Agreement, per statute the Bonds will remain payable as to principal and interest from ad valorem property taxes to be levied on all taxable property within the boundaries of the District, without limitation as to rate or amount. See "SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS—General." (d) The County's tax rate includes the$0.1620 tax rate of the Pinal County Flood Control District,the$0.0890 tax rate of the Pinal County Free Library,the$0.0519 tax rate for the contribution to the Pinal County Fire District Assistance and the$3.3630 tax rate of the County.The State does not currently levy ad valorem taxes.The net assessed limited property value of the County Flood Control District does not include the personal property assessed valuation within the County. The net assessed limited property value for the CAWCD reflects the assessed valuation located within the County only.The County is mandated to levy a tax annually in support of fire districts in the County. All levies for library districts,hospital districts, fire districts, technology districts, water conservation districts and flood control districts are levied on the net full cash assessed value. (e) Includes the Bonds. Does not include previously issued special assessment bonds or general obligation bonds expected to be issued by the District in the future. See TABLE 10. The District levied the Operation and Maintenance Tax and property taxes to pay general obligation bond debt service in fiscal year 2025/26, and presently collects property tax revenues from the portion of the land within the District boundaries patented by the Developer and no longer owned by ASLD. See"OVERLAPPING,ADDITIONAL OVERLAPPING AND OTHER DEBT AND OTHER TAXES—Other Debt of the District"herein. (f) Net of the Bonds. Source: Pinal County Assessor Department,the various entities,the Pinal County Finance Department and Property Tax Rates and Assessed Values, Arizona Tax Research Association. Additional General Obligation Bonded Indebtedness of the District In addition to the Bonds,the District retains the right to issue,in accordance with the procedures set forth in the Act,additional series of bonds payable from ad valorem property taxes. See"SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS—General Obligation Bonded Indebtedness Outstanding and to be Outstanding." See also"RISK FACTORS—Direct and Overlapping Indebtedness and Taxes." 15 1105802796\1\ The Act provides that the total aggregate outstanding amount of bonds and any other indebtedness for which the full faith and credit of the District are pledged will not exceed 60%of the aggregate of the estimated market value of the real property and improvements in the District after the public infrastructure of the District is completed plus the value of the public infrastructure owned or to be acquired by the District with the proceeds of the bonds. (Based solely on the Full Cash Value of the District as reported by the County Assessor, the Board has determined that issuance of the Bonds will meet the test set forth above.See"SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS—Ad Valorem Property Taxation in the District—Determination of Full Cash Value"). Pursuant to the Election, the District is authorized to incur general obligation bonded indebtedness in an amount not to exceed $400,000,000 and will have $[397,470,000]* of such amount remaining after issuance of the Bonds.Such remaining authorized but unissued amount is subject to further reduction based on the use of net premium on the general obligation bonds of the District. See also TABLE 8. Additional indebtedness could be authorized for the District in the future pursuant to other elections. Additional Overlapping General Obligation Bonded Indebtedness The District has no control over the amount of additional debt payable from taxes or tax levies for other purposes on all or a portion of the property within the District that may be issued or levied in the future by other political subdivisions,including but not limited to the City,the County,school districts,certain other special districts or other entities having jurisdiction over all or a portion of the land within the District.Additional indebtedness or tax levies for other purposes could be authorized for such overlapping jurisdictions in the future.See"RISK FACTORS— Direct and Overlapping Indebtedness and Taxes." Other Debt of the District The District has previously sold and issued special assessment bonds related to other assessment areas in the District,and such special assessment bonds are outstanding as listed in the following table. TABLE 10 OTHER DEBT OF THE DISTRICT FOR PUBLIC INFRASTRUCTURE ACQUISITION Assessment Balance Area No. Series Original Amount Final Maturity Outstanding 1 2024 $1,939,000 7/l/2048 $1,939,000 2 2025 2,418,000 7/l/2049 2,418,000 Total Other Debt of the District Outstanding(a) $4,357,000 (a) [Does not include approximately $ of the 2025 Assessment Area No. 3 Bonds the District plans to issue in 2025 pursuant to a separate official statement.*] Does not include other special assessment bonds or general obligation bonds expected to be issued by the District in the future. Other series of special assessment bonds payable solely from and secured by special, separate funds established and maintained by the District from installments due with respect to certain other special assessments may be issued by the District in the future. The term "special assessments" as used hereinabove refers to the assessments which would be levied and assessed by the District in the related assessment area within the District,each of which would constitute a first lien on the parcel so levied and assessed, subordinate and subject only to general property taxes and prior special assessments. The lien for the property taxes levied to pay debt service on the Bonds is senior to the lien of any such special assessments; however, the lien for such special assessments are not extinguished by foreclosure with regard to taxes. There can be no assurance that additional amounts of such bonds payable from special assessments will not be issued in the future, increasing the amount of liens on property in the District for such purposes. See"RISK FACTORS—Direct and Overlapping Indebtedness and Taxes." *Preliminary,subject to change. 16 1105802796\1\ BOND INSURANCE [Insert Bond Insurance Policy language] RISK FACTORS RELATED TO BOND INSURANCE [In the event of default of the payment of principal or interest with respect to any of the Bonds when all or some become due, any owner of the Bonds on which such principal or interest was not paid will have a claim under the Policy for such payments.In the event the issuer of the Policy is unable to make payment of principal and interest as such payments become due under the Policy, the Bonds are payable solely from ad valorem property taxes as described under "SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS." In the event the Bond Insurer becomes obligated to make payments with respect to the Bonds, no assurance will be given that such event will not adversely affect the market price of the Bonds and the marketability(liquidity)of the Bonds. The long-term ratings on the Bonds will be dependent in part on the financial strength of the Bond Insurer and its claims paying ability.The Bond Insurer's financial strength and claims paying ability will be predicated upon a number of factors which could change over time.No assurance will be given that the long-term rating of the Bond Insurer and of the rating on the Bonds insured by the Bond Insurer will not be subject to downgrade, and such event could adversely affect the market price of the Bonds and the marketability(liquidity)of the Bonds. See"RATING" herein. The obligations of the Bond Insurer will be general obligations of the Bond Insurer,and in an event of default by the Bond Insurer,the remedies available may be limited by applicable bankruptcy law,state receivership or other similar laws related to insolvency of insurance companies. None of the City, the District, the Municipal Advisor, the Underwriter, the Developer, or their respective attorneys,agents or consultants have made independent investigation into the claims paying ability of the Bond Insurer and no assurance or representation regarding the financial strength or projected financial strength of the Bond Insurer will be given.Thus,when making an investment decision,potential investors should carefully consider the ability of the District to pay principal of and interest on the Bonds and the claims paying ability of the Bond Insurer,particularly over the life of the investment.] SOURCES AND APPLICATIONS OF FUNDS The sources and applications of funds with respect to the Bonds are as follows: SOURCES OF FUNDS Par Amount of Bonds $2,500,000* [Net]Original Issue Premium(a) TOTAL SOURCES �* USES OF FUNDS Payment of Costs of Issuance(b) $ Deposit to Acquisition Fund TOTAL USES (a) [Net original issue premium consists of original issue premium on the Bonds,less original issue discount on the Bonds.] (b) For payment of costs of issuance of the Bonds,including Underwriter's compensation and the bond insurance premium for the Policy[,if any]. *Preliminary,subject to change. 17 1105802796\1\ LAND DEVELOPMENT In General The District was created to assist with financing the acquisition of public infrastructure and public infrastructure purposes of the District.The Project is located east of Ironwood Drive,west of South Dutchman Drive, south of Radiance Avenue and north of Ray Avenue.Construction on the Project commenced in November 2021 and the first home closings occurred in May 2024. At completion, the Developer expects that the District will contain 5,470 single family residential lots, which represent approximately 1,170 acres within the Project. Non-residential development comprises approximately 142 acres within the Project and includes churches, government, police and fire stations,schools,civic and commercial uses and common area,and neighborhood open space. Blossom Rock at Superstition Vistas was annexed by the City and received City Council approval for zoning the Property to the Master Planned Community zoning district, as more particularly described in the MPC Zoning Ordinance and Development Plan Case No.P-21-50-MPC, adopted by the City on or about October 5, 2021, and a Development Agreement for Superstition Vistas,by and between the City and D.R. Horton, dated October 28,2021, and recorded on November 4,2021,as Instrument No.2021-140530,Records of Pinal County,Arizona,as amended (the"Land Development Agreement"),which addresses,among other things,the rights of D.R.Horton to develop the property as provided in and subject to the conditions of the Land Development Agreement. The Land Development Agreement addresses various issues oftentimes made the subject of development agreements in Arizona, such as, among other things, City services, reimbursements to the Developer for certain public infrastructure, the City's processing of plans and permits, and public bidding. The Land Development Agreement also addresses the right to obtain and obligation to provide potable water and the required capital and operations contributions to the City for water, sewer,police and fire services within the District.Police services are provided to the District by the City.Fire and sanitation services are provided to the District by third party entities who have contracts with the City.D.R.Horton is obligated to assist in the funding of certain capital and operational costs associated with the provision of water, sewer,police,and fire protection within the District. Although the number of acres devoted to each particular land use may ultimately vary from those presented, the development of the District is currently anticipated to include the following land uses: TABLE 11 LAND USE OF THE DISTRICT Approximate District Total District Acres Single Family Residential 1,170 Non-Residential(a) 142 Total 1,312 (a) Includes churches, fire stations, schools, civic and commercial uses and common area, and neighborhood open space. Development of the property within the District and construction of homes and infrastructure is subject to obtaining various development and construction approvals and permits. As a condition to the sale of homes in the District, homebuilders will be required to obtain building and any additional permits required for the construction completion of all such homes and certain other infrastructure. Under the Land Development Agreement, D.R. Horton is responsible for the construction of all offsite infrastructure,neighborhood parks, and entry improvements. Some of the offsite infrastructure,neighborhood parks, and entry improvements will be constructed through a Joint Development Agreement with Brookfield Homes (as defined herein). Brookfield Homes subsequently assigned to the Developer all of Brookfield Homes' right,title and interest to acquire and develop the real property within the boundaries of the District pursuant to the Brookfield Purchase Agreement and all of its rights and obligations under the Joint Development Agreement.Either the Developer 18 1105802796\1\ or the homebuilders are responsible for subdivision improvements necessary to deliver fully finished single-family lots. Single family and multi-family residences will be constructed by the homebuilders. The single-family residences being constructed by the Developer within the District currently range in size from [ ]to [ ] square feet and are currently base priced from$[ ] to$[ ]. The following are the Developer's single-family home closings and single-family homes under construction within the District. TABLE 12 SINGLE FAMILY HOME CLOSINGS(a) Calendar Year District(b) 2023 2024 2025 2026 (a) Within the District,the earliest close date shown is [ ]and the latest is [ ]. (b) The District has[ ]homes under construction as of The Developer The Developer for the Project is Brookfield ASLD 8500 LLC.The Developer has entered into a Development Management Agreement for the Project with Brookfield Arizona Management, LLC and Brookfield Arizona Development,LLC,both of which are affiliates of Brookfield Residential.The Developer is wholly owned by NASH Brookfield Blossom Rock LLC (the "Joint Venture"). The two members of the Joint Venture are NASH Blossom Rock Holdings,LLC("NASH Blossom Rock")and Brookfield Communities(Blossom Rock)LLC(`BCBR').NASH Blossom Rock is a wholly owned subsidiary of NASH which is the business arm of Sekisui House, Ltd.,one of the world's largest homebuilders and a leader in sustainable residential development.BCBR is a wholly owned subsidiary of Brookfield Residential which is a leading land developer and homebuilder in North America.Brookfield Residential is a subsidiary of Brookfield Corporation(`Brookfield Corporation")a leading global investment firm that focuses on alternative asset management,wealth solutions,renewable power infrastructure,business and industrial services,and real estate. Brookfield Corporation is a public company listed on the New York Stock Exchange and the Toronto Stock Exchange under the symbol BN. [Brookfield Corporation is subject to the informational requirements of the Securities Exchange Act of 1934, as amended(the"Exchange Act"),and in accordance therewith files reports,proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statement and other information(collectively,the"Filings")particularly,Brookfield Corporation's Annual Report on Form 40-F for the fiscal year ended December 31,2024,as filed by Brookfield Corporation with the Commission on or about March 21, 2025, and Brookfield Corporation's Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 on Form 6-K which sets forth Brookfield Corporation's financial results for the fiscal quarter ended September 30, 2025, as filed by Brookfield Corporation with the Commission on or about , 2025, set forth certain data relative to the consolidated results of operations and financial position of Brookfield Corporation and its subsidiaries, as of such dates. The Filings which may be inspected, copied and obtained at prescribed rates at the Commission's public reference facilities at 100 F Street,N.E.,Washington,D.C.20549-2736. In addition,the Filings may also be inspected at the offices of the New York Stock Exchange at 20 Broad Street,New York,New York 10005.The Filings may also be obtained through the Internet on the Commission's EDGAR database at www.sec.gov. All documents subsequently filed by Brookfield Corporation pursuant to the requirements of the Exchange Act after the date of this Official Statement will be available for inspection in such manner as the Commission prescribes.No representative of the District,Bond Counsel,the Municipal Advisor,the Underwriter or counsel to the Underwriter have examined the information set forth in the Filings for accuracy or completeness,nor do they assume responsibility for the same.] 19 1105802796\1\ The foregoing Internet addresses and references to filings with the Commission are included for reference only, and the information on these Internet websites and on file with the Commission are not apart of this Official Statement and are not incorporated by reference into this Official Statement.No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on such Internet websites. Investors should not rely on the information and financial statements contained on these websites in evaluating whether to buy, hold or sell the Bonds. Some of the statements contained in the annual reports and the quarterly and current reports may be construed as `forward-looking statements"within the meaning of Section 27A of the Securities Act of 1933,Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.Forward-looking statements are based on the beliefs of Brookfield Corporation's management as well as assumptions made by, and information currently available to the management of Brookfield Corporation's. These forward-looking statements typically include the words "anticipate," "believe," "consider," "continue," "could," "estimate," "expect," `forecast," `goal," "intend," "likely," "may," "outlook," `plan," `possible," `potential," `predict," 'projection," "seek," "should," "strategy," "target," "will," "would" or other words of similar meaning. Any or all of the forward-looking statements included in the annual reports and the quarterly and current reports may not approximate actual experience, and the expectations derived from them may not be realized, due to risks, uncertainties and other factors. As a result, actual results may differ materially from the expectations or results in the forward-looking statements. The District Utility Services.Wastewater collection and treatment within the District are provided by the Apache Junction Sewer District and potable water production and distribution within the District are provided by Water Utilities Community Facilities District(City of Apache Junction,Arizona)(the"Apache Junction Water District").Electrical service within the District is provided by Salt River Project.Telephone and cable service is currently provided by Cox Communications. Schools. Elementary School:Desert Vista Elementary School(K-5),3701 East Broadway Avenue,Apache Junction,Arizona 85119,approximately 6'h miles northeast of the project.Junior High School:Cactus Canyon Junior High School(6-8),801 West Southern Avenue,Apache Junction,Arizona 85120.High School:Apache Junction High School,(9-12),2525 South Ironwood Drive,Apache Junction,Arizona 85120.A segment of the District may be zoned for a future elementary school.Within the City boundaries,there are three charter schools and a segment is zoned for a future charter school. THE PUBLIC INFRASTRUCTURE [Add description of the Public Infrastructure] The Public Infrastructure being reimbursed is 100%complete. See the map on page(viii)for the location of the Public Infrastructure. TABLE 13 PUBLIC INFRASTRUCTURE COSTS AND FUNDING Total Certified To Be Paid Paid by Eligible for Acquisition Project Estimated Engineer's By the Prior Funding from Completion Description Costs(a) Costs Bonds*(b) Bonds Future Bonds* Date(c) Total $ $ $ $ - $ (a) Represents the Total Estimated Costs which may differ once the District certifies eligible construction costs. (b) Represents Estimated Costs to be Paid by the Bonds which may differ once the District certifies eligible costs. (c) Represents the date by which the Developer constructed Public Infrastructure,which may differ from the date that it was accepted by the City. 20 1105802796\1\ RISK FACTORS Investment in the Bonds involves a significant degree of risk and is speculative in nature. The Bonds will be secured solely by ad valorem property taxes levied on all taxable property within the boundaries of the District. Anyone considering investing in the Bonds should carefully examine this Official Statement, including the Appendices hereto. INVESTMENT IN THE BONDS SHOULD BE UNDERTAKEN ONLY BY PERSONS WHOSE FINANCIAL RESOURCES ARE SUFFICIENT TO ENABLE THEM TO ASSUME SUCH RISK.THIS SECTION SETS FORTH A BRIEF SUMMARY OF SOME OF THE PRINCIPAL RISK FACTORS. PROSPECTIVE INVESTORS SHOULD FULLY UNDERSTAND AND EVALUATE THESE RISKS, IN ADDITION TO THE OTHER FACTORS SET FORTH IN THIS OFFICIAL STATEMENT, BEFORE MAKING AN INVESTMENT DECISION. This discussion of risk factors is not, and is not intended to be, exhaustive, and such risk factors are not necessarily presented in the order of their magnitude. General Risks of Real Estate Investment and Development; Certain Factors Which May Adversely Affect Development; Consequences Investments in developing real estate such as undeveloped areas in the District are generally considered to be speculative in nature and to involve a high degree of risk.Owners of land in the District will be subject to the risks generally incident to real estate investments and development including those described herein. Construction of houses on the lots within the District may be affected by changes in the income tax treatment of real property ownership; changes in national,regional and local market and economic conditions; changes in long and short term interest rates; changes in the climate for real estate purchases; changes in demand for or supply of competing properties; unanticipated development costs, market preferences and architectural trends; unforeseen environmental risks and controls;the adverse use of adjacent and neighboring real estate;changes in interest rates and the availability of mortgage funds and homeowners insurance to buyers of the homes to be built in Blossom Rock, which may render the sale of such homes difficult or unattractive;acts of war,terrorism or other political instability; delays or inability to obtain governmental approvals;pandemics and epidemics; changes in laws;moratorium; force majeure (which may result in uninsured losses); strikes; labor shortages; energy shortages; material shortages; inflation; climate change; adverse weather conditions; subcontractor defaults; and other unknown contingencies and factors beyond the control of the owners of such land. Land development within the District could also be affected adversely by changes in governmental policies, including, but not limited to, governmental policies to restrict or control development. (Any approvals needed in the future for the development must come from the City,over which the District has no control.) The residential development business, particularly with respect to communities such as Blossom Rock, is highly competitive in the Phoenix metropolitan area. The business of merchant builders building in the District will face competition from a number of competitors in the City and other developments throughout the Phoenix metropolitan area,many of which offer or intend to offer lots and parcels in similar communities to a similar target market. Decreased absorption rates associated with future slowdown could adversely affect land values and reduce the ability or desire of the property owners to pay ad valorem property taxes and assessments. In that event, there could be a default in the payment of principal of and interest on the Bonds. An inability to develop the remaining land within the District will likely reduce the diversity of ownership of land within the District, making the holders of the Bonds more dependent upon timely payment of the ad valorem property taxes levied on the vacant lots. Development requires obtaining a variety of governmental approvals and permits. Such approvals and permits are necessary to initiate construction and to allow the sale and occupancy of homes and to satisfy conditions included in the approvals and permits.There can be no assurance that all or any of these permits and approvals can be 21 1105802796\1\ obtained or that the conditions to the approvals and permits can be fulfilled. The failure to obtain any of the required approvals or fulfill any one of the conditions could cause materially adverse financial consequences. The value of the residential and commercial property in the District may increase if and as the development of the Project continues. However, less than expected increases or decreases in the future fair market value of the residential and commercial property in the District may reduce the willingness of landowners to pay the ad valorem property taxes securing the Bonds or adversely affect the interest of potential buyers of such property at any foreclosure sale for purposes of paying such taxes. See also"SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS—Ad Valorem Property Taxation in the District." Concentration of Ownership; Subsequent Transfer There can be no assurance that the Developer has the financial capability to complete development within the Project.Because there can be no assurance that the sole member(or future members)of the Developer will provide additional funds to the Developer, nor that bank loans will be available to the Developer sufficient to pay all costs attributable to the Project,the Developer may have to depend on revenues from sales of lots and parcels to generate cash flow and otherwise make funds available to pay all costs associated with the ownership, operation and development of the Project. If the Developer has to depend on sales of lots and parcels to generate cash flow,there can be no assurance that sufficient funds will be available to the Developer to pay all of its obligations and liabilities, including,without limitation,property taxes(including those relating to property then owned by the Developer to be applied to pay the Bonds), as such obligations and liabilities become due and payable. Developer may sell all or a material portion of the Project in a bulk sale,or may assign its interest in the Certificate of Purchase to a third party, or may elect not to acquire all of the remaining land within the District pursuant to the Certificate of Purchase, in which case ASLD would continue to own the unpurchased land within the District. See TABLE 5 with regard to the concentration of ownership of property in, and obligation for payment of property taxes of, the District in certain entities. Failure or Inability to Complete Proposed Development The development of each phase of Blossom Rock will be phased so that the Project will not be developed at one time. The funding for each phase of development of Blossom Rock will be provided by the Developer and other sources.The availability of funding for the completion of Blossom Rock will depend upon the demand for residential lots or units within Blossom Rock and local,regional and national market and economic conditions.No assurance is given that funding will be obtained for all phases of development of Blossom Rock, or, if obtained, will be in an amount sufficient to complete development of Blossom Rock.If satisfactory funding is unavailable,completion of the development of the balance of Blossom Rock may be delayed or suspended. Public and private on-site and off-site improvements may increase the public and private debt on the land within the District. The burden of additional debt would be placed on the land within the District to complete the necessary improvements. See"RISK FACTORS—Direct and Overlapping Indebtedness and Taxes." Completion of the Public Infrastructure The construction of infrastructure for development of the land in the District is not yet complete.See"LAND DEVELOPMENT." The cost and time for completion of all of such improvements is uncertain and may be affected by changes like those described herein. If cost overruns result in delay of construction, or if other delays are experienced, the sale of lots and construction of homes may be delayed. Failure or inability to complete proposed development, including development of necessary utilities, could affect adversely development of the land in the District. Availability of Utilities Water and sewer service to the District will be provided by the Apache Junction Water District and the Apache Junction Sewer District, respectively, as described under the subheading "LAND DEVELOPMENT—The District." Failure or inability to complete proposed development,including development of necessary utilities,could 22 1105802796\1\ affect adversely development of the land in the District. See "RISK FACTORS —Failure or Inability to Complete Proposed Development." Certain utilities are to be developed by the Developer,D.R. Horton, the Apache Junction Water District and the Apache Junction Sewer District pursuant to certain development agreements including as described above.There can be no assurances that such utilities will be financed and developed. Availability of Water The Developer's ability to develop the land within the District and to subdivide the real property included within the District is dependent upon the land having a 100-year assured water supply,as determined by the Arizona Department of Water Resources and applicable law.The Developer previously completed subdivisions in the District in accordance therewith.Potable water production and distribution for the Project are provided by the Apache Junction Water District, which has been designated as having a 100-year water supply based on the Apache Junction Water District's available surface and ground water rights. If the Apache Junction Water District were to lose its 100-year water supply designation,however,the sale of subdivided land and the future subdivision of land within the Project could, and likely would, be halted until the situation could be resolved. Since January 2022, Arizona has operated under a drought contingency plan and has received a reduced allocation of Colorado River water for agricultural purposes through CAP. (See the final paragraph in footnote(b)to TABLE 9 for a description of CAP.)The Apache Junction Water District's water supply comes from a variety of sources which include Colorado River water received through an allocation from the CAP, groundwater, reclaimed water/treated effluent and replenished groundwater. Notwithstanding the foregoing,the drought conditions in Arizona are subject to change,and none of the Developer, the District,the Municipal Advisor,the Underwriter,or their agents or counsel make any assurances as to future water availability or what impact,if any,the lack of water availability may have on the Developer's continued development of the Project,the valuation of land within the District or the willingness of landowners to pay the ad valorem property taxes securing the Bonds, as well as may adversely affect the interest of potential buyers of such property at any foreclosure sale for purposes of paying such taxes. Effect of Valuation of Property Information is provided herein with respect to the valuation of land within the District. See "SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS —Ad Valorem Property Taxation in the District." Such valuation,and particularly decreases therein,may reduce the willingness of landowners to pay the ad valorem property taxes securing the Bonds,as well as adversely affect the interest of potential buyers of such property at any foreclosure sale for purposes of paying such taxes. Direct and Overlapping Indebtedness and Taxes The ability of an owner of land within the District to pay the ad valorem property taxes of the District could be affected by the existence of other taxes and assessments imposed upon the property.The District and other public entities whose boundaries overlap those of the District could,without the consent of the District and,in certain cases, without the consent of the owners of the land within the District, impose additional ad valorem property taxes or assessment liens on the property within the District in order to finance public improvements to be located inside or outside of the District. (The existing public debt relating to the District is set forth in "OVERLAPPING, ADDITIONAL OVERLAPPING AND OTHER DEBT AND OTHER TAXES.") The lien created on the property within the District through the levy of ad valorem property taxes would be on a parity with the ad valorem property taxes securing the Bonds. The imposition of additional parity liens, or subordinate liens in the case of future special assessments, or for that matter for private financing,may reduce the ability or willingness of the landowners to pay the ad valorem property taxes securing the Bonds as well as,in the case of failure of payment thereof,the existence of buyers of such property at any foreclosure sale for purposes of paying such taxes. See "SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS—Ad Valorem Property Taxation in the District." Bankruptcy and Foreclosure Delays It should be noted that in the event of bankruptcy of a taxpayer pursuant to the Bankruptcy Code,the law is currently unsettled as to whether a lien can be attached against the taxpayer's property for property taxes levied during the pendency of bankruptcy.Such taxes might constitute an unsecured and possibly noninterest bearing administrative expense payable only to the extent that the secured creditors of a taxpayer are oversecured,and then possibly only on 23 1105802796\1\ the prorated basis with other allowed administrative claims. It cannot be determined,therefore,what adverse impact bankruptcy might have on the ability to collect ad valorem property taxes on a property of a taxpayer within the District.Proceeds to pay such taxes come only from the taxpayer or from a sale of the tax lien on the property. When a debtor files or is forced into bankruptcy,any act to obtain possession of the debtor's estate,any act to create or perfect any lien against the property of the debtor or any act to collect, assess or recover a claim against the debtor that arose before the commencement of the bankruptcy would be stayed pursuant to the Bankruptcy Code. While the stay of a bankruptcy court may not prevent the sale of tax liens against the real property of a bankrupt taxpayer,the judicial or administrative foreclosure of a tax lien against the real property of a debtor would be subject to the stay of a bankruptcy court. It is reasonable to conclude that"tax sale investors"may be reluctant to purchase tax liens under such circumstances,and,therefore,the timeliness of post-bankruptcy petition tax collections becomes uncertain. In the event the District is expressly enjoined or prohibited by law from collecting taxes due from any taxpayer, such as may result from the bankruptcy of a taxpayer, any resulting deficiency could be collected in subsequent tax years by adjusting the District's tax rate charged to non-bankrupt taxpayers during such subsequent tax years. It cannot be determined what impact any deterioration of the financial condition of any taxpayer,whether or not protection under the Bankruptcy Code is sought,may have on payment of or the secondary market for the Bonds. None of the District, the Underwriter or their respective agents or consultants has undertaken any independent investigation of the operations and financial condition of any taxpayer,nor have they assumed responsibility for the same. The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel's approving legal opinion) will be qualified, as to the enforceability of the various legal instruments, by bankruptcy,reorganization,insolvency or other similar laws affecting the rights of creditors generally. Certificate of Purchase and Participation and Infrastructure Contract [On or about November 4, 2020 (the "Auction Date"), D.R. Horton was the successful bidder at ASLD Auction No. 53-120190 for certain land comprising approximately 2,783 acres, including the District land (the "District Lan(F),located within the planning boundaries of the City of Apache Junction,Pinal County,Arizona(the "Auction Land"). D.R.Horton made a down payment to ASLD of$24,550,000(approximately ten percent(10%)of the purchase price for the Auction Land and ASLD issued Certificate of Purchase No. 53-120190(the"Certificate of Purchase") to D.R. Horton to evidence D.R. Horton's right to acquire the Auction Land) and obligation to pay the balance of the purchase price with interest over twenty-five(25)years as D.R. Horton obtains patents for parcels of the Auction Land.D.R.Horton entered into the Brookfield Purchase Agreement with Brookfield Homes,pursuant to which D.R. Horton agreed to sell, and Brookfield Homes agreed to purchase the real property within the boundaries of the District,which is approximately one-half('/2)of the Auction Land(the`Brookfield Designated Property").All of the Brookfield Designated Property is District Land.As of the date of this Official Statement,D.R.Horton, at the instruction of the Developer pursuant to the Brookfield Purchase Agreement, has patented approximately_acres of the Brookfield Designated Property,but neither D.R.Horton nor the Developer have any obligation to pay interest or principal payments with respect to the Auction Land or to patent additional Auction Land prior to the maturity date of the Certificate of Purchase,i.e.,November 4,2045. The Developer may,in its sole discretion,elect not to acquire additional land in the District, elect to discontinue development of the Brookfield Designated Property, or elect to discontinue construction and sales of homes within the District. Concurrently with the delivery of the Certificate of Purchase, ASLD and D.R. Horton entered into the Participation and Infrastructure Contract Regarding ASLD Sale No. 53-120190 (the "Participation Contract"), with respect to the Auction Land and certain adjacent land that is owned by ASLD(the"Retained Property"). Pursuant to the conditions described in the Participation Contract, D.R. Horton agreed, among other things: (1) to zone and otherwise entitle the Auction Land and Retained Property in accordance with the terms of the Participation Contract, (2) following entitlement, to construct certain improvements for the benefit of the Auction Land and Retained Property, and (3) upon sales by D.R. Horton of all or portions of the Auction Land, to pay ASLD a participation payment in accordance with the terms of the Participation Contract. Among other things, the Participation Contract 24 1105802796\1\ permitted D.R.Horton to cause all or portions of the Auction Property(prior to issuance of patents to D.R.Horton)to be included within the boundaries of the District in accordance with A.R.S. Sections 48-701,et seq.,and to authorize the District to issue general obligation bonds to provide moneys for public infrastructure purposes,levy ad valorem property taxes for the payment of debt service on the general obligation bonds and operation and maintenance expenses of the District and to levy assessments of the costs of public infrastructure purposes;provided,however,pursuant to A.R.S. Section 37-252,the portion of the Auction Land within the boundaries of the District still owned by ASLD is not subject to taxation until ASLD issues a patent to such Auction Land or until seven(7)years after the Auction Date, whichever occurs first. ASLD can cancel the Certificate of Purchase and terminate the Participation Contract prior to the maturity date of the Certificate of Purchase under the following limited circumstances: (i)D.R. Horton's failure to pay a Monetary Obligation(as defined in the Participation Contract),including an Infrastructure Payment(as defined in the Participation Contract), (ii)D.R. Horton's failure to complete a Project Entitlement by the applicable Project Milestone(as defined in the Participation Contract),or(iii)D.R.Horton's failure to satisfy a Sales Hurdle(as defined in the Participation Contract).After the notice and cure period in the Participation Contract expires,ASLD must give notice within 60 days after the default of its intent to cancel the Certificate of Purchase.D.R.Horton has 60 days from the notice date to cure the default. If D.R. Horton does not cure the default, ASLD can then make a formal order canceling the Certificate of Purchase and D.R.Horton has 30 days to appeal.If no appeal is filed,the order becomes final. Upon cancellation of the Certificate of Purchase,the Participation Contract automatically terminates. On D.R. Horton's request,the ASLD Commissioner may extend the time for payment.In addition,pursuant to the terms of the Brookfield Purchase Agreement and the Mortgage, the Developer has the right to cure events of default under the ASLD Documents should D.R.Horton fail to do so. If the Certificate of Purchase is canceled and the Participation Contract is terminated,there is no assurance when or if ASLD will cause the remainder of the Auction Land within the boundaries of the District to be publicly sold at auction or that any developer will bid at any public auction of such land, in which case the portion of the District Land owned by ASLD may not be developed and no homes will be constructed on the portion of the land owned by ASLD until the land is acquired at a public auction by another developer. Furthermore, pursuant to a development agreement between the City,the District and the Developer,in the event of the Developer's default and forfeiture of its interest under the Certificate of Purchase prior to the Developer acquiring all of the land within the District boundaries in accordance with the Certificate of Purchase,the Developer shall,if so directed by ASLD and without any consent or approval required from the City or the District,relinquish and assign to ASLD all right and interest of the Developer with respect to such development agreement and the District. In the event the Brookfield Purchase Agreement is terminated due to a default by the Developer,then Brookfield Homes and the Developer,if so directed by D.R.Horton and otherwise in accordance with the Brookfield Purchase Agreement,shall assign all of their rights and obligations under such development agreement to D.R. Horton. In such event,the Developer is unable to predict whether D.R.Horton would continue development of the District Land. If the Certificate of Purchase is cancelled and the Participation Contract is terminated, or if the Brookfield Purchase Agreement is terminated, none of the District, the Municipal Advisor, the Underwriter, D.R. Horton, the Developer or their agents or counsel are able to estimate or predict whether any development of the Project would continue,the financial impact on the District,the willingness of property owners within the District to pay property taxes or assessment installment payments,or on the valuation of land within the District.] See"APPENDIX E—SUMMARY OF ASLD DOCUMENTS—SUMMARY OF CERTAIN PROVISIONS OF CERTIFICATE OF PURCHASE" and "— SUMMARY OF CERTAIN PROVISIONS OF PARTICIPATION CONTRACT." Cancellation of Property Taxation on Unpatented ASLD Property [As of the date of this Official Statement,the portion of the Auction Land that has not been patented by D.R. Horton is exempt from property taxation, including property taxes levied by the District to pay debt service on the Bonds. In accordance with A.R.S.Section 37-252,the Auction Land still owned by ASLD becomes subject to taxation after the earlier of seven (7) years after the Auction Date, or when the land is patented. The Auction Date was November 4,2020,and therefore the Auction Land still owned by ASLD is scheduled to become subject to property taxation on or around November 4,2027. In accordance with Arizona law, after November 4, 2027 and so long as 25 1105802796\1\ D.R. Horton is subject to the Certificate of Purchase,D.R. Horton will be responsible for payment of property taxes on the unpatented portions of the Auction Land. To the extent property tax collection commences in 2027 on such unpatented portion of the Auction Land, such property tax collection may be cancelled under A.R.S. Section 37-254 if D.R. Horton breaches the Certificate of Purchase or ASLD terminates the Certificate of Purchase for any other reason and the unpatented property reverts to the State. The District has sized the Bonds based on existing development of the Project, representations of the Developer and D.R. Horton regarding its plans for continued development of the Project, and estimated property tax collections only from the Auction Land already patented, or reasonably expected to be patented, by D.R. Horton; provided, however, such continued development is subject to change or termination. It is expected that the unpatented portion of the Auction Land, when subject to property taxation,will be assessed by the County as vacant or agricultural property, and generate a relatively low amount of property tax revenues relative to improved areas within the District boundaries subject to property taxation. The commencement,and,if commenced,cancellation of property taxation of the unpatented portion of the Auction Land still owned by ASLD may result in volatility of overall property tax revenues collected by the District. None of the District,the Municipal Advisor,the Underwriter,the Developer,or the counsel or agents of any of them, are able to predict what impact, if any such potential cancellation of property taxation on the unpatented portion of the Auction Land would have on the financial condition of the District or the payment of debt service on the Bonds.] Environmental Matters Property in the District is subject to risks arising out of environmental, archeological and biological considerations generally associated with the ownership of real estate and the construction of improvements located thereon. Such risks include,in general,potential liability arising as a result of any contamination later discovered on the site and the possibility of a decline in property values resulting from any contamination on the site or from the proximity of the site to other contaminated areas; or discovery of archeological artifacts located on the site or in the vicinity of the site; or discovery of endangered species of animals, plants or other habitat for endangered species. Liability may arise under a variety of federal, state or local laws and regulations, including, but not limited to, the Comprehensive Environmental Response,Compensation and Liability Act,the Resource Conservation and Recovery Act,the Endangered Species Act and the National Historical Preservation Act. Projections Included in this Official Statement are various projections for lot closings, completion dates, completion costs and other items.The projections are based on assumptions concerning future events and should be viewed with an abundance of caution. Circumstances that may not yet be ascertainable, which the Developer believes to be significant and which the Developer cannot control may also exist.There are usually differences between projections and results because events frequently do not occur as expected, and those differences may be material. There can be no assurances that the various projections set forth in this Official Statement can be achieved. Amendment of Documents Referenced The reports,inspections and other documents described in this Official Statement may be modified,updated or amended(as new reports and/or inspections may be obtained),and such modifications may materially and adversely affect the development of the property(e.g.,updating of environmental reports). The development of the property within the District is approximately _% complete with respect to the number of homes (including multifamily units) currently planned to be built at completion of the Project. Circumstances could change as the development process continues and other issues are raised or new developers, homebuilders or owners become involved. Accordingly, the Developer anticipates that there may be significant changes to the agreements and contracts summarized in this Official Statement to address any such issues. Because the existing contracts and agreements are subject to change,the summaries of any contracts or agreements contained herein may not accurately reflect the future conditions relating to the development of the District; however, the Developer does not presently anticipate that any modifications of the current contracts or agreements would materially affect the repayment of the Bonds. 26 1105802796\1\ Cancellation of Contracts The State,its political subdivisions,including the District,or any department or agency of either may,within three years after its execution, cancel any contract,without penalty or further obligation, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the State, its political subdivisions, including the District, or any of the departments or agencies of either is, while the contract or any extension thereof is in effect, an employee or agent of any other party to the contract in any capacity or a consultant to any other party of the contract with respect to the subject matter of the contract. Cancellation of contracts entered into by the District may adversely affect the Bonds. No Credit Rating [No credit rating for the Bonds has been sought,nor is it anticipated that any such rating will be applied for. There can be no guarantee that there will be a secondary market for the Bonds, or,if a secondary market exists,that such Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue,secondary market trading in connection with a particular issue is suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon the then generally prevailing circumstances.Such prices could be substantially different from the original purchase price.] Risk of Internal Revenue Service Audit The Internal Revenue Service(the"Service")has announced a program of auditing tax-exempt bonds which can include those issued by special purpose governmental units, such as the District, for the purpose of determining whether the Service agrees(a)with the determination of Bond Counsel that interest on the Bonds is exempt for federal income tax purposes or (b) that the District is in or remains in compliance with Service regulations and rulings applicable to governmental bonds such as the Bonds. The commencement of an audit of the Bonds could adversely affect the market value and liquidity of the Bonds,regardless of the final outcome.An adverse determination by the Service with respect to the tax-exempt status of interest on the Bonds could be expected to adversely impact the secondary market,if any,for the Bonds,and,if a secondary market exists,would also be expected to adversely impact the price at which the Bonds can be sold. The Bond Resolution does not provide for any adjustment to the interest rates borne by the Bonds in the event of a change in the tax-exempt status of the Bonds.Owners of the Bonds should note that, if the Service audits the Bonds, under current audit procedures the Service will treat the District as the taxpayer during the initial stage of the audit, and the owners of the Bonds will have limited rights to participate in such procedures. There can be no assurance that the District will have revenues available to contest an adverse determination by the Service.No transaction participant,including the District,the Municipal Advisor,Bond Counsel, counsel to the Underwriter, or the Underwriter is obligated to pay or reimburse the owner of any of the Bonds for audit or litigation costs in connection with any legal action,by the Service or otherwise,relating to the Bonds.There can be no assurance that an audit by the Service of the Bonds will not be commenced. However, the District has no reason to believe that any such audit will be commenced,or that if commenced,an audit would result in a conclusion of noncompliance with any applicable Service position,regulation or ruling.No rulings have been or will be sought from the Service with respect to any federal tax matters relating to the issuance,purchase,ownership,receipt or accrual of interest upon,or disposition of the Bonds. See also"TAX EXEMPTION"herein. No District Financial Statements The District is not required to prepare financial statements and has not previously prepared financial statements. No Review of Filings As described in footnote(a)to TABLE 5,none of the District,the Underwriter,the Municipal Advisor,Bond Counsel or counsel to the Underwriter have examined the information set forth in the Filings for accuracy or completeness, or examined similar information for entities or their parent companies that are not subject to same or similar informational requirements. 27 1105802796\1\ Tariffs On April 2, 2025, President Trump announced new tariffs on several nations. On April 9, 2025, President Trump announced a 90-day pause on such tariffs, with the exception of certain tariffs on China. In August 2025, following conclusion of the 90-day pause, tariffs were imposed by the United States on various countries. The tariff rates are subject to change and certain tariffs have been subject to additional pauses. As of the date of this Official Statement, none of the City, the District or the Developer are able to predict the impacts of these tariffs, if any, applicable to development of the Project.The risk of higher costs for the development of the Project and construction of residential homes does exist. This risk would be due to increases in the cost of materials for development of the Project.In connection with tariffs,none of the City,the District or the Developer are able to predict the impact,if any, on any supply chain disruptions for materials. To the extent there are increased costs incurred by the Developer and homebuilders within the District,the Developer anticipates that some or all of such increased costs would be passed through to homebuyers.As of the date of this Official Statement,the Developer is unable to predict the impact,if any, of increased home prices due to tariffs, but it may result in less home sales or generally slower development of the Proj ect. LITIGATION At the time of delivery and payment for the Bonds, appropriate representatives of the District will certify that,except as disclosed herein,there is no action,suit,proceeding,inquiry or investigation,at law or in equity,before or by any court,regulatory agency,public board or body,pending or overtly threatened against the District affecting the existence of the District,or the titles of its officers to their respective offices,or seeking to restrain or to enjoin the sale or delivery of the Bonds,the application of the proceeds thereof in accordance with the Bond Resolution,or the collection or application of any revenues providing for the payment of the Bonds,or in any way contesting or affecting the validity or enforceability of the Bonds,the Bond Resolution,any action of the District contemplated by any of the said documents,or the collection or application of the revenues provided for the payment of the Bonds,or in any way contesting the completeness or accuracy of this Official Statement or any amendment or supplement thereto, or contesting the powers of the District or its authority with respect to the Bonds or any action of the District contemplated by any of said documents. QUALIFIED TAX-EXEMPT OBLIGATIONS The Bonds will be designated as"qualified tax-exempt obligations"for purposes of Section 265(b)(3)(B)of the Code,as the District does not reasonably anticipate that the aggregate amount of qualified tax-exempt obligations that will be issued by or on behalf of the District in calendar year 2025 will exceed$10,000,000. RATING [S&P is expected to assign the [insured] rating of "[_]" [(stable outlook)] to the Bonds with the understanding that the Policy will be [issued and] delivered by the Bond Insurer simultaneously with the issuance of the Bonds. S&P has not assigned an underlying rating to the Bonds. Such rating reflects only the view of S&P. An explanation of the significance of any rating assigned by S&P may be obtained at One California Street, 31 st Floor, San Francisco,California 94111. Such rating may be revised downward or withdrawn entirely at any time by S&P if, in its judgment,circumstances so warrant.Any downward revision or withdrawal of such rating may have an adverse effect on the market price or marketability of the Bonds. The District will covenant in its continuing disclosure undertaking that it will file notice of any formal change in any rating relating to the Bonds. See "CONTINUING DISCLOSURE"and APPENDIX C—"Form of Continuing Disclosure Undertaking"hereto.] NO CREDIT RATING [The District has not made, and does not contemplate making, application to any rating agency for the assignment of a rating to the Bonds.See"RISK FACTORS—No Credit Rating."] 28 11 05802796\1\ TAX EXEMPTION In General The Code includes requirements which the District must continue to meet after the issuance of the Bonds in order that the interest on the Bonds be and remain excludable from gross income for federal income tax purposes.The District's failure to meet these requirements may cause the interest on the Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds. The District has covenanted in the Bond Resolution to take the actions required by the Code in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds. In the opinion of Bond Counsel, assuming the accuracy of certain representations and certifications of the District and continuing compliance by the District with the tax covenants referred to above,under existing statutes, regulations, rulings and court decisions, the interest on the Bonds is excludable from gross income of the holders thereof for federal income tax purposes. Interest on the Bonds will not be an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals,but in the case of the alternative minimum tax imposed by Section 55(b)(2)of the Code on applicable corporations(as defined in Section 59(k)of the Code),interest on the Bonds is not excluded from the determination of adjusted financial statement income.Bond Counsel is further of the opinion that the interest on the Bonds is exempt from income taxation under the laws of the State.Bond Counsel will express no opinion as to any other tax consequences regarding the Bonds.Prospective purchasers of the Bonds should consult with their own tax advisors as to the status of interest on the Bonds under the tax laws of any state other than the State. The above opinion on federal tax matters with respect to the Bonds will be based on and will assume the accuracy of certain representations and certifications of the District, and compliance with certain covenants of the District to be contained in the transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Bonds will be and will remain obligations the interest on which is excludable from gross income for federal income tax purposes.Bond Counsel will not independently verify the accuracy of those certifications and representations.Bond Counsel will express no opinion as to any other consequences regarding the Bonds. Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the receipt or accrual of the interest on the Bonds,or the ownership or disposition of the Bonds. Prospective purchasers of Bonds should be aware that the ownership of Bonds may result in other collateral federal tax consequences,including(i)the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry the Bonds, (ii)the reduction of the loss reserve deduction for property and casualty insurance companies by the applicable statutory percentage of certain items, including the interest on the Bonds, (iii)the inclusion of the interest on the Bonds in the earnings of certain foreign corporations doing business in the United States for purposes of a branch profits tax,(iv)the inclusion of the interest on the Bonds in the passive income subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year, (v)the inclusion of interest on the Bonds in the determination of the taxability of certain Social Security and Railroad Retirement benefits to certain recipients of such benefits,(vi)net gain realized upon the sale or other disposition of property such as the Bond generally must be taken into account when computing the Medicare tax with respect to net investment income or undistributed net investment income, as applicable,imposed on certain high income individuals and specified trusts and estates and (vii)receipt of certain investment income, including interest on the Bonds, is considered when determining qualification limits for obtaining the earned income credit provided by Section 32(a) of the Code. The nature and extent of the other tax consequences described above will depend on the particular tax status and situation of each owner of the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors as to the impact of these and any other tax consequences. Bond Counsel's opinions are based on existing law, which is subject to change. Such opinions are further based on factual representations made to Bond Counsel as of the date thereof. Bond Counsel assumes no duty to update or supplement its opinions to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention,or to reflect any changes in law that may thereafter occur or become effective.Moreover,Bond Counsel's opinions are not a guarantee of a particular result,and are not binding on the Service or the courts;rather,such opinions represent Bond Counsel's professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinion. 29 1105802796\1\ Original Issue Premium and Original Issue Discount Certain of the Bonds("Discount Bonds")may be offered and sold to the public at an original issue discount ("OID").OID is the excess of the stated redemption price at maturity(the principal amount)over the"issue price"of a Discount Bond determined under Code Section 1273 or 1274 (i.e., for obligations issued for money in a public offering,the initial offering price to the public(other than to bond houses and brokers)at which a substantial amount of the obligation of the same maturity is sold pursuant to that offering).For federal income tax purposes,OID accrues to the owner of a Discount Bond over the period to maturity based on the constant yield method, compounded semiannually (or over a shorter permitted compounding interval selected by the owner). The portion of OID that accrues during the period of ownership of a Discount Bond(i)is interest excludable from the owner's gross income for federal income tax purposes to the same extent, and subject to the same considerations discussed above,as other interest on the Bonds,and(ii)is added to the owner's tax basis for purposes of determining gain or loss on the maturity, redemption,prior sale,or other disposition of that Discount Bond. Certain of the Bonds("Premium Bonds")may be offered and sold to the public at a price in excess of their stated redemption price (the principal amount) at maturity (or earlier for certain Premium Bonds callable prior to maturity). That excess constitutes bond premium. For federal income tax purposes,bond premium is amortized over the period to maturity of a Premium Bond,based on the yield to maturity of that Premium Bond(or, in the case of a Premium Bond callable prior to its stated maturity,the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on that Premium Bond),compounded semiannually (or over a shorter permitted compounding interval selected by the owner). No portion of that bond premium is deductible by the owner of a Premium Bond. For purposes of determining the owner's gain or loss on the sale, redemption(including redemption at maturity),or other disposition of a Premium Bond,the owner's tax basis in the Premium Bond is reduced by the amount of bond premium that accrues during the period of ownership.As a result, an owner may realize taxable gain for federal income tax purposes from the sale or other disposition of a Premium Bond for an amount equal to or less than the amount paid by the owner for that Premium Bond. Owners of Discount and Premium Bonds should consult their own tax advisors as to the determination for federal income tax purposes of the amount of OID or bond premium properly accruable or amortizable in any period with respect to the Discount or Premium Bonds and as to other federal tax consequences, and the treatment of OID and bond premium for purposes of state and local taxes on,or based on,income. Changes in Federal and State Tax Law From time to time,there are legislative proposals suggested,debated, introduced or pending in Congress or in the State legislature that, if enacted into law, could alter or amend one or more of the federal tax matters, or state tax matters,respectively,described above including,without limitation,the excludability from gross income of interest on the Bonds,adversely affect the market price or marketability of the Bonds,or otherwise prevent the holders from realizing the full current benefit of the status of the interest thereon. It cannot be predicted whether or in what form any such proposal may be enacted, or whether, if enacted, any such proposal would affect the Bonds. Prospective purchasers of the Bonds should consult their tax advisors as to the impact of any proposed or pending legislation. Information Reporting and Backup Withholding Interest paid on tax-exempt bonds such as the Bonds is subject to information reporting to the Service in a manner similar to interest paid on taxable obligations.This reporting requirement does not affect the excludability of interest on the Bonds from gross income for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non-corporate owners of the Bonds, under certain circumstances,to"backup withholding"at the rates set forth in the Code,with respect to payments on the Bonds and proceeds from the sale of the Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of the Bonds. This withholding generally applies if the owner of the Bonds(i)fails to furnish the payor such owner's social security number or other taxpayer identification number ("TIN"), (ii)furnished the payor an incorrect TIN, (iii)fails to properly report interest, dividends, or other "reportable payments" as defined in the Code, or (iv)under certain circumstances, fails to provide the payor or such owner's securities broker with a certified statement, signed under penalty of perjury,that the TIN provided is correct and that 30 1105802796\1\ such owner is not subject to backup withholding.Prospective purchasers of the Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding. FINANCIAL STATEMENTS Audited financial statements are not,by State law or otherwise, required to be prepared of the activities or funds of the District. The Board has not, in the past, on its own accord, caused such statements to be prepared. See "RISK FACTORS—No District Financial Statements." As indicated in Note 1 of the annual comprehensive financial report of the City for the most recent fiscal year (the"City ACFR"),for reporting purposes,the District is considered a"component unit"of the City and transactions of the District are included in the City ACFR as governmental type funds as if they were part of the City's operations; provided,however,that the City ACFR expressly states the City has no liability for the District's debt and the District is a separate political subdivision independent from the City. The City ACFR presents the City and all its component units as the"reporting entity." Included within the reporting entity is the District. The City ACFR is publicly available and is also available directly upon request from the District Treasurer. Should the Board, in the future, cause financial statements to be prepared that are separately audited, the continuing disclosure undertaking of the District described under the heading "CONTINUING DISCLOSURE" requires such audited financial statements to be filed with the MSRB through EMMA. LEGAL MATTERS Legal matters incident to the issuance of the Bonds and with regard to the tax-exempt status of the interest thereon are subject to the legal opinion of Greenberg Traurig, LLP, Phoenix, Arizona, Bond Counsel. (See "TAX EXEMPTION"herein.) Signed copies of the opinion,dated and speaking only as of the date of delivery of the Bonds, will be delivered upon the initial delivery of the Bonds in substantially the form of APPENDIX B hereto.Certain legal matters will be passed upon for the District by Greenberg Traurig, LLP, as Special District Counsel, for the Underwriter by its counsel, Squire Patton Boggs(US)LLP,Phoenix,Arizona, and for the Developer by its counsel, Ballard Spahr LLP,Phoenix,Arizona. See"RELATIONSHIPS AMONG PARTIES." The various legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of the attorneys rendering the opinions as to the legal issue explicitly addressed therein. By rendering a legal opinion,the opinion giver does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or of the future performance of parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. UNDERWRITING The Bonds will be purchased by the Underwriter at an aggregate purchase price of$ ,pursuant to a bond purchase agreement(the"Purchase Contract")entered into by and between the District and the Underwriter. If the Bonds are sold to produce the prices or yields shown on the inside front cover page hereof,the Underwriter's compensation will be $ . The Purchase Contract provides that the Underwriter will purchase all of the Bonds so offered if any are purchased. The Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into unit investment trusts) and others at prices higher or yields lower than the public offering prices or yields stated on the inside front cover page hereof. The initial offering prices or yields set forth on the inside front cover page hereof may be changed,from time to time,by the Underwriter without amendment of the Official Statement. CONTINUING DISCLOSURE The District will covenant for the benefit of the owners of the Bonds to provide certain financial information and operating data relating to the District by not later than March 1 of each year commencing March 1, 2026 (the 31 1105802796\1\ "Annual Reports"), and to provide notices of the occurrence of certain enumerated events (the "Notices of Listed Events"). The Annual Reports and the Notices of Listed Events will be filed by the District in accordance with the rule.The specific nature of the information to be contained in the Annual Reports and in the Notices of Listed Events is set forth in APPENDIX C—"FORM OF CONTINUING DISCLOSURE UNDERTAKING,"which includes the form of continuing disclosure undertaking which will be executed by the District with respect to the Bonds. These covenants will be made in order to assist the Underwriter in complying with the Commission Rule 15c2-12(b)(5) (the "Rule"). A failure by the District to comply with these covenants must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market.Also pursuant to Arizona law,the ability of the District to comply with such covenants is subject to annual appropriation of funds sufficient to provide for the costs of compliance with such covenants. Should the District not comply with such covenants, it has covenanted to provide notice of such fact through EMMA. A failure to provide continuing disclosure may adversely affect the transferability and liquidity of the Bonds and their market price. MUNICIPAL ADVISOR Piper Sandler&Co. (the"Municipal Advisor")has been engaged by the District for the purpose of advising the District as to certain debt service structuring matters specific to the Bonds and on certain matters relative to the District's overall debt financing program.The Municipal Advisor has assisted in the assembly and preparation of this Official Statement at the discretion and on behalf of the District. No person is entitled to rely on the Municipal Advisor's participation as an assumption of responsibility for,or an expression of opinion of any kind with regard to, the accuracy and completeness of the information contained herein. RELATIONSHIPS AMONG PARTIES Bond Counsel has previously represented,and is currently representing,the Underwriter and the Municipal Advisor with respect to other financings, and has acted or is acting as bond counsel with respect to other bonds underwritten by the Underwriter and the Municipal Advisor,and may do so in the future. Squire Patton Boggs(US) LLP,counsel to the Underwriter,has acted as bond counsel in other transactions underwritten by the Underwriter and the Municipal Advisor.Bond Counsel and counsel to the Underwriter have also acted as bond counsel and/or counsel to the Underwriter and the Municipal Advisor with respect to bonds issued by the City and other overlapping political subdivisions. The Underwriter and the Municipal Advisor have underwritten or acted as municipal advisor with respect to bonds issued by the City and other overlapping political subdivisions. The Underwriter and the Municipal Advisor have underwritten or acted as municipal advisor on other transactions together and expect to do so in the future. CONCLUDING STATEMENT The summaries or descriptions contained herein and all references to other materials not purporting to be quoted in full are only brief outlines of certain provisions thereof and do not constitute complete statements of such provisions and do not summarize all the pertinent provisions of such documents. All projections, forecasts and other information in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact.This Official Statement is not to be construed as a contract or agreement between the District and the purchasers or holders of any of the Bonds. The attached APPENDICES A through[F]are integral parts of this Official Statement and must be read together with all of the foregoing statements. 32 1105802796\1\ This Official Statement has been approved,executed and delivered by the District. SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO.2 By Chairman,District Board 33 1105802796\1\ APPENDIX A INFORMATION REGARDING THE CITY OF APACHE JUNCTION,ARIZONA The following information is given as background information concerning the City. THE BONDS WILL NOT BE AN OBLIGATION OF THE CITY. The Bonds will be secured and payable only as described under "SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS" herein. The holders of the Bonds will have no right to payment except as described therein. General The City of Apache Junction, Arizona (the "City" or "Apache Junction") is predominantly located in the northwestern portion of Pinal County, Arizona(the "County") (with a small portion of the City's area in Maricopa County,Arizona),and is adjacent to the City of Mesa and the Town of Queen Creek.Founded in 1950 and incorporated in 1978, today the City encompasses an area totaling 45.4 square miles (including the annexation described under "City Annexation and Expected Future Development"herein).The following table contains the respective population statistics for the City,the County and the State. POPULATION STATISTICS City of Apache Pinal Junction(a) County State of Arizona 2024 Estimate(b) 41,643 483,944 7,621,703 2020 Census 38,499 425,264 7,151,502 2010 Census 35,840 375,770 6,392,017 2000 Census 31,814 179,727 5,130,632 1990 Census 18,092 116,379 3,665,339 (a) Includes population portions that reside in both Maricopa County and Pinal County. (b) Population estimate as of July 1,2024 (data released in December 2024) provided by Arizona Office of Economic Opportunity. Source: Except as otherwise noted,the U.S. Census Bureau. Municipal Government and Organization The City operates under the city manager-council form of government.The six members of the City Council and the Mayor are all elected officials. The Mayor serves a two-year term and the members of the City Council serve staggered four-year terms.Functions of City government and operations are provided by a staff of approximately 300 employees. The City provides police protection to its residents. Water is provided by Arizona Water Company and Apache Junction Water District,electricity by Salt River Project,natural gas by Southwest Gas Corporation and trash and recycle services by Republic Services.Fire protection is provided by the Superstition Fire&Medical District. Economy The City's major economic sectors are comprised of manufacturing, non-manufacturing, government and commercial activities(including construction and commerce),agriculture and tourism. The following table shows a comparison of the changes in annual average employment levels in the various non-agriculture sectors of the County for calendar years 2021 through June 2025. A-1 1105802796\1\ WAGE AND SALARY(NON-FARM)EMPLOYMENT(a) Pinal County,Arizona 2025(b) 2024 2023 2022 2021 Mining and construction 6,100 5,800 4,100 4,100 3,800 Manufacturing 7,025 6,675 8,300 6,700 4,700 Trade,transportation,and utilities 14,750 14,600 14,000 13,500 13,200 Information 650 625 500 500 400 Financial activities 2,175 2,075 2,000 2,000 1,800 Professional and business services 7,900 7,625 6,500 6,100 6,100 Education and health services 7,400 7,075 6,600 6,500 6,300 Leisure and hospitality 9,700 9,025 7,900 7,700 7,200 Other services 2,500 2,400 1,900 1,900 1,700 Government 21,250 20,875 20,000 19,300 19,000 Total 79,450 76,775 71,800 68,300 61,700 (a) Data is not seasonally adjusted.Data is revised from time to time. (b) Data as of April 2025. Source: Arizona Office of Economic Opportunity, prepared in cooperation with the U.S. Department of Labor, Bureau of Labor Statistics. The table below illustrates the unemployment rate averages for the City,the County,the State and the United States. UNEMPLOYMENT RATE AVERAGES(a) City of Pinal State of United Year Apache Junction County Arizona States 2025(b) 4.3% 4.1% 3.6% 4.5% 2024 4.0 3.6 3.2 4.1 2023 3.6 3.7 3.2 4.1 2022 3.7 3.7 3.3 4.2 2021 5.4 5.0 4.6 5.4 (a) This table includes restated data:Local Area Unemployment Statistics("LAUS")program data is intermittently revised to incorporate new population controls,updated inputs,re-estimation of models,and adjustment to new census division and national control totals. (b) Data is not seasonally adjusted,is preliminary and is an average through July 2025 for LAUS data and August 2025 for the National Unemployment rate. Source: U.S. Department of Labor, Bureau of Labor Statistics-Local Area Unemployment Statistics and National Labor Force Statistics.Data accessed September 30,2025. A-2 1105802796\1\ Manufacturing and Non-Manufacturing Employment The following table represents the largest employers in the City and includes a mixture of public sector and private sectors employers. The City's employment base has diversified in recent years as the City and region have grown. MAJOR EMPLOYERS(a) Year ended June 30,2024 Full-Time Percentage Equivalent of Total City Employer Employees Employment City of Apache Junction 299 1.77% Apache Junction Unified School District#43 273 1.62 Wal-Mart Supercenter Store# 1831 210 1.24 Empire Southwest 200 1.18 Superstition Fire and Medical District 137 0.81 Horizon Health&Wellness 120 0.71 United States Postal Service 98 0.58 Banner Health 85 0.50 Fry's Food and Drug 65 0.38 Western Industrial Resources Corporation 50 0.30 Central Arizona College-Superstition Mountain Campus 34 0.20 Total 1,571 9.30% (a) Data may not reflect possible recent layoffs or company restructuring.None of the City,the Municipal Advisor, the Underwriter or their respective agents,counsels or consultants has examined the information set forth in the table above for accuracy or completeness,nor do they assume responsibility for the same. Source: City of Apache Junction, Office of Economic Development, Office of Economic Opportunity (Arizona Employment Statistics),US Bureau of Labor Statistics. Transportation Industry,business and residents benefit from the transportation network available in and near the City.Rail, air and highway facilities are developed throughout the area. The City is centrally located to several highway and freeway systems,including the major arterial in the area of the 202 Freeway and 24 Freeway.Thirty-four miles to the west is Interstate Highway 10,which joins the cities of Phoenix and Tucson. In addition to I-10,the City has access to US 60 and the recently extended State Route 24. Located approximately 5 miles from the District is the Mesa Gateway Airport. The City is a joint powers authority partner in operating the Mesa Gateway Airport (a designated foreign trade zone and military reuse zone) immediately southwest of the City. Mesa Gateway Airport,which opened in March 1994,is a former Air Force base that conducts over 278,000 operations per year serving a variety of corporate, cargo, general aviation and military aircraft. The City of Mesa established the joint powers authority for the operation of Mesa Gateway Airport with the City,the Town of Gilbert,the Town of Queen Creek as well as the Gila River Indian Community.The agreement calls for the City to contribute a portion of the operating costs of the Mesa Gateway Airport. Mesa Gateway Airport also serves as a reliever to Phoenix Sky Harbor International Airport. Mesa Gateway Airport is also developing as an international aerospace center with aircraft manufacturing,maintenance,modification testing and pilot training.More than 25 aviation companies currently operate at the facility.The airport has three runways,all of which are over 10,000 feet long. The adjacent Williams Educational Campus is a training center for aerospace, technical, general and occupational degree programs. Mesa Gateway Airport recently announced a planned expansion for the SkyBridge Arizona project which will be a first of its kind international air logistics hub that will allow for the shipment of high- value goods directly to Latin America through a bond facility incorporating Mexican customs on site at Mesa Gateway A-3 1105802796\1\ Airport. The project will be phased over a number of years and has the potential to create a significant economic impact and jobs for the region. The City of Mesa's Falcon Field is located 12 miles from the City and currently has two runways,one 5,100 feet long and the other 3,800 feet long. Chandler Municipal Airport is located 24.5 miles southwest of the City's central business district and has two runways,one 4,400 feet long and the other 4,850 feet long.Phoenix Sky Harbor International Airport,located 29.5 miles from the City,provides local,regional and transcontinental air service. Education Arizona State University ("ASU"),whose main campus is located nearby in the City of Tempe, and is one of the major universities in the Southwest. The University's total enrollment for 2024 exceeded 152,864 students, which includes 71,965 students enrolled in ASU degree programs offered online, and it has over 4,000 faculty members among all four of its campus locations in Arizona(Main,Downtown,West,Polytechnic and online). Maricopa County Community College District has facilities at the Mesa and Chandler-Gilbert locations. Mesa Community College is the largest of the ten colleges in the Maricopa County Community College District with two campuses and multiple locations.Mesa Community College has more than 195 degrees and certificates and serves more than 15,000 credit students each year. Chandler-Gilbert Community College has four campuses and more than 70 degree and certificate programs serving more than 13,000 credit students each year. Central Arizona Community College's main campus is located 53 miles from the City and offers comprehensive educational programs in-person and online.Superstition Mountain Campus("SMC")in the City offers a wide variety of academic,career training and personal enrichment classes. The Apache Junction Unified School District No.43 encompasses 217 square miles serving approximately 3,000 students in three elementary schools,one learning center,one junior high school,and one high school.The City is also served by three charter schools. Construction As reflected in the following table, the number of building permits and new housing starts has increased significantly during the period shown. BUILDING PERMIT ACTIVITY City of Apache Junction (number of permits issued) Fiscal Year Ending Residential(a) Commercial Other Total 2024 1,087 21 989 2,097 2023 494 20 1,028 1,542 2022 336 17 766 1,119 2021 312 31 286 629 (a) Includes single-family and multi-family residences. Source: City of Apache Junction Annual Comprehensive Financial Report for the Fiscal Year Ending June 30,2024. Tourism The City is close to the Tonto National Forest,the Superstition Mountain range,and desert vistas and lakes leading to Roosevelt Dam. The Tonto National Forest is northeast of the City and it encompasses 2.8 million acres and is the largest of the six national forests in Arizona. A-4 1105802796\1\ Retail Transaction privilege(sales)tax collections is an indicator of overall economic activity within the City.The following table shows the history of taxable sales activity for the City. TAXABLESALES City of Apache Junction,Arizona ($000s omitted) Fiscal Taxable Year Sales(a) 2024 $1,289,778 2023 1,040,915 2022 914,544 2021 803,645 (a) Includes retail food sales. Source: City of Apache Junction Annual Comprehensive Financial Report for the Fiscal Year Ending June 30,2024. A-5 1105802796\1\ APPENDIX B FORM OF APPROVING LEGAL OPINION OF BOND COUNSEL [Closing Date] Board of Directors Superstition Vistas Community Facilities District No.2 Apache Junction,Arizona Re: $2,500,000" Superstition Vistas Community Facilities District No. 2 General Obligation Bonds, Second Series 2025 We have acted as Bond Counsel in connection with the issuance by Superstition Vistas Community Facilities District No. 1(hereinafter referred to as the"Issuer")of the captioned bonds,dated the date hereof(hereinafter referred to as the"Bonds"). We have examined,and in rendering the opinions herein have relied upon,original or certified copies of the proceedings had in connection with issuance of the Bonds;certifications executed by officers of the Issuer relating to, among other things,the expected use of proceeds of the sale of the Bonds and certain other funds of the Issuer and to certain other facts within the knowledge and control of such officers; representations made by the officers of Brookfield ASLD 8500 LLC (hereinafter referred to as "Developer"), as to plans to develop and sell land owned within the boundaries of the Issuer and such other material and matters of law as we deem relevant to the matters discussed hereinbelow. In such examination, we have assumed the authenticity of all documents submitted to us as originals,the conformity to original copies of all documents submitted to us as certified or photostatic copies and the accuracy of the statements contained in such certifications and representations. As to any facts material to our opinion, we have,when relevant facts were not independently established,relied upon the aforesaid proceedings,certifications, representations,material and matters. We are of the opinion,based upon such examination and subject to the reliances,assumptions and exceptions hereinabove and hereinafter set forth,that,under applicable law of the State of Arizona and federal law of the United States of America in force and effect on the date hereof: 1. The Bonds are valid and legally binding obligations of the Issuer payable from the sources, and enforceable in accordance with the terms and conditions,described therein, except to the extent that the enforceability thereof and provisions for the security therefor may be affected by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights or the exercise of judicial discretion in accordance with general principles of equity. 2. The Issuer is to annually levy and cause an ad valorem tax to be collected,at the same time and in the same manner as other taxes are levied and collected on all taxable property within the boundaries of the Issuer, sufficient to pay debt service on the Bonds when due. All of the taxable property within the Issuer is subject to the levy of a tax,without limitation as to rate or amount,to pay the principal of and interest on the Bonds. 3. Under existing statutes,regulations,rulings and court decisions,subject to the reliance and assumption stated in the last sentence of this paragraph, interest on the Bonds is excludable from the gross income of the owners thereof for federal income tax purposes. Furthermore,interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. In the Preliminary,subject to change. B-1 11 05802796\1\ case of the alternative minimum tax imposed by Section 55(b)(2)of the Internal Revenue Code of 1986, as amended(the"Code"), on applicable corporations(as defined in Section 59(k)of the Code), interest on the Bonds is not excluded from the determination of adjusted financial statement income. (We express no opinion regarding other federal tax consequences resulting from the receipt or accrual of interest on, or ownership or disposition of, the Bonds.) The Code includes requirements which the Issuer and Developer must continue to meet after the issuance of the Bonds in order that interest on the Bonds not be included in gross income for federal income tax purposes. The failure of the Issuer or the Developer to meet these requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to their date of issuance. Officers of the Issuer and the Developer have either indicated their compliance with,or covenanted to take the actions required by,applicable provisions of the Code in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds. In rendering the opinion expressed above, we have relied on certifications of officers of the Issuer and the Developer with respect to certain matters necessary for, and have assumed continuing compliance with certain covenants by the Issuer and the Developer included in, respectively, the resolution authorizing the issuance of the Bonds and a District Development, Financing Participation, Waiver and Intergovernmental Agreement dated as of October 10,2022,by and among the City of Apache Junction,Arizona,the Issuer,the Developer and Brookfield Homes Holdings LLC, as amended by the First Amendment to Amended and Restated District Development,Financing Participation,Waiver and Intergovernmental Agreement,by and among the City, the District, Brookfield Homes Holdings LLC and the Developer, dated as of January 25, 2024, and as further amended by the Second Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, by and among the City, the District, Brookfield Communities US Holdings LLC,North America Sekisui House,LLC,and the Developer,dated as of [ ], 2025 (which are, as to their enforceability, subject to the same exceptions described in paragraph 1 hereinabove)that must be met after the issuance of the Bonds in order that interest on the Bonds not be included in gross income for federal tax purposes. 4. The interest on the Bonds is exempt from income taxation under the laws of the State of Arizona. (We express no opinion regarding other state tax consequences resulting from the receipt or accrual of interest on,or disposition or ownership of,the Bonds.) This opinion represents our legal judgment based upon our review of the law and the facts we deem relevant to render such opinion and is not a guarantee of a result. This opinion is given as of the date hereof,and we assume no obligation to review or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Respectfully submitted, B-2 1105802796\1\ APPENDIX C FORM OF CONTINUING DISCLOSURE UNDERTAKING $2,500,000* SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO.2 GENERAL OBLIGATION BONDS,SERIES 2025 (CUSIP BASE NUMBER ) This Undertaking is executed and delivered by Superstition Vistas Community Facilities District No.2(the "Issuer"), in connection with the issuance of the captioned municipal securities (the "Securities") for the benefit of the owners of the Securities, being the registered owners thereof or any person which has the power, directly or indirectly,to vote or consent with respect to,or to dispose of ownership of, any of the Securities(including persons holding the Securities through nominees, depositories or other intermediaries) or is treated as the owner of any Securities for federal income tax purposes. Section 1.Definitions. "Annual Report" shall mean any annual report provided by the Issuer pursuant to, and as described in, Section 2. "Authorizing Document"shall mean the resolution or resolutions authorizing the issuance of the Securities. "Dissemination Agent"shall mean any agent which has executed a dissemination agent agreement with the Issuer and such successors and assigns of such agent. "EMMA" shall mean the Electronic Municipal Market Access system of the Municipal Securities Rulemaking Board.Information regarding submissions to EMMA is available at http://emma.msrb.org. "Financial Obligation"shall mean a(i)debt obligation;(ii)derivative instrument entered into in connection with, or pledged as security or a source of payment for,an existing or planned debt obligation; or(iii)a guarantee of (i)or(ii). The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule. "Listed Events"shall mean any of the events listed in Section 3(a). "Notice of Listed Event" shall mean any notice provided by the Issuer pursuant to, and as described in, Section 3. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934,as the same may be amended from time to time. *Preliminary,subject to change. C-1 1105802796\1\ Section 2. Contents and Provision of Annual Reports. (a) (i) SUBJECT TO ANNUAL APPROPRIATION TO COVER THE COSTS OF PREPARATION AND MAILING THEREOF, THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINA TION A GENT TO, NOT LATER THAN MARCH I OF EACH YEAR, COMMENCING MARCH 1, 2026, PROVIDE THROUGH EMMA AN ANNUAL REPORT WHICH IS CONSISTENT WITH THE REQUIREMENTS OF SUBSECTION (b) OF THIS SECTION. (ii) IF THE ISSUER IS UNABLE OR FOR ANY OTHER REASON FAILS TO PRO VIDE AN ANNUAL REPORT OR ANY PART THEREOF BY THE DATE REQUIRED IN SUBSECTION(a)(i) OF THIS SECTION, THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINA TIONA GENT TO,SEND A NOTICE TO THAT EFFECT NOT LATER THAN SUCHDATE THROUGHEMMA LONG WITH THE OTHER PARTS, IF ANY, OF THE ANNUAL REPORT. (b) (i) The Annual Reports shall contain or incorporate by reference the following: (A)Information of the type in TABLES 2,4,5,6 and 7 of the Official Statement,dated 2025. (B)Audited financial statements for the preceding fiscal year,if any,such statements to be prepared on the basis of generally accepted accounting principles as applied to governmental units.The Issuer does not currently obtain audited financial statements.IF THE FISCAL YEAR OF THE ISSUER CHANGES, THE ISSUER SHALL, OR SHALL CA USE THE DISSEMINA TIONA GENT TO,FILE A NOTICE OF SUCH CHANGE IN THE SAME MANNER AS FOR A NOTICE OF LISTED EVENT. (ii)The Annual Report may be submitted as a single document or as separate documents comprising a package and may incorporate by reference from other documents other information, including final offering documents of debt issues of the Issuer or related public entities which have been submitted to the Municipal Securities Rulemaking Board. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify each such other document so incorporated by reference. (iii)If audited financial statements are to be included in an Annual Report but are not available in time to satisfy the requirements of Subsection (a)(i)of this Section, unaudited financial statements must be provided at the requisite time as part of the Annual Report and as soon as possible(but not later than thirty(30) days)after such audited financial statements become available, the audited financial statements shall be provided through EMMA. Section 3.Reporting of Listed Events. (a) This Section shall govern the giving of notices of the occurrence of any of the following events (the "Listed Events")with respect to the Securities: (i)Principal and interest payment delinquencies. (ii)Non-payment related defaults,if material. (iii)Unscheduled draws on debt service reserves reflecting financial difficulties. (iv)Unscheduled draws on credit enhancements reflecting financial difficulties. (v) Substitution of credit or liquidity providers,or their failure to perform. (vi)Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or C-2 1105802796\1\ determinations with respect to the tax status of the security, or other material events affecting the tax status of the security. (vii)Modifications to rights of security holders,if material. (viii)Bond calls,if material,and tender offers. (ix)Defeasances. (x)Release,substitution or sale of property securing repayment of the securities,if material. (xi)Rating changes. (xii)Bankruptcy,insolvency,receivership or similar events of the obligated person,being if any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S.Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. (xiii)The consummation of a merger,consolidation or acquisition involving an obligated person or the sale of all or substantially all of the assets of an obligated person,other than in the ordinary course of business,the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions,other than pursuant to its terms,if material. (xiv)Appointment of a successor or additional trustee or the change of the name of the trustee, if material. (xv)Incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants,events of default,remedies,priority rights,or other similar terms of a Financial Obligation of the obligated person,any of which affect security holders,if material. (xvi)Default,event of acceleration,termination event,modification of terms,or other similar events under the terms of a Financial Obligation of the obligated person,any of which reflect financial difficulties. (xvii)Notice of a failure of the obligated person to provide required annual financial information on or before the date specified in Section 2 above,including any non-appropriation to cover applicable costs. (b)Whether events subject to the standard"material"would be material shall be determined under applicable federal securities laws. (c) SUBJECT TO ANNUAL APPROPRIATION TO COVER THE COSTS OF PREPARATION AND MAILING THEREOF, THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION AGENT TO, PROMPTLY, BUT NOT MORE THAN TEN (10) BUSINESS DAYS THEREAFTER, FILE A NOTICE OF LISTED EVENT OF SUCH OCCURRENCE THROUGH EMMA. Section 4. Termination of Reporting Obligation. The obligations of the Issuer pursuant to this Undertaking shall terminate upon the legal defeasance,prior redemption or payment in full of all of the Securities.SUBJECT TO ANNUAL APPROPRIATION TO COVER THE COSTS OF PREPARATION AND MAILING THEREOF, THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION AGENT TO, GIVE NOTICE OF SUCH TERMINATION THROUGHEMMA AS SOONAS PRACTICABLE,BUT NOT LATER THAN THE DATE AN ANNUAL REPORT WOULD OTHERWISE HAVE BEEN DUE. C-3 1105802796\1\ Section 5.Amendment or Waiver. (a)Notwithstanding any other provision of this Undertaking, the Issuer may amend this Undertaking, and any provision of this Undertaking may be waived,if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws,to the effect that(i)such amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the Issuer or type of business conducted;(ii)this Undertaking,as amended or affected by such waiver,would have complied with the requirements of the Rule at the time of the primary offering of the Securities,after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances and (iii)such amendment or waiver does not materially impair the interests of the owners of the Securities,as determined either by parties (such as bond counsel) unaffiliated with the Issuer or by an approving vote of the registered owners of the Securities pursuant to the terms of the Authorizing Document at the time of the amendments. (b) The Annual Report containing amended operating data or financial information resulting from such amendment or waiver,if any,shall explain,in narrative form,the reasons for the amendment or waiver and the impact of the change in the type of operating data or financial information being provided.If an amendment or waiver is made specifying the accounting principles to be followed in preparing financial statements,the Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Such comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information in order to provide information to investors to enable them to evaluate the ability of the Issuer to meet its obligations.To the extent reasonably feasible, such comparison also shall be quantitative.IF THE ACCOUNTING PRINCIPLES OF THE ISSUER CHANGE, THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATIONAGENT TO, FILE A NOTICE OF SUCH CHANGE IN THE SAME MANNER AS FOR A NOTICE OF LISTED EVENT. Section 6. Additional Information. Nothing in this Undertaking shall be deemed to prevent the Issuer from disseminating any other information,using the means of dissemination set forth in this Undertaking or any other means of communication,or including any other information in any Annual Report or Notice of Listed Event,in addition to that which is required by this Undertaking. If the Issuer chooses to include any information in any Annual Report or Notice of Listed Event in addition to that which is specifically required by this Undertaking,the Issuer shall have no obligation under this Undertaking to update such information or include it in any future Annual Report or Notice of Listed Event. Section 7.Default. In the event of a failure of the Issuer to comply with any provision of this Undertaking, any owner of a Security for the benefit of which this Undertaking is being provided may take such actions as may be necessary and appropriate,including seeking mandamus or specific performance by court order,to cause the Issuer to comply with its obligations under this Undertaking.A default under this Undertaking shall not be deemed an event of default for other purposes of the Authorizing Document,and the sole remedy under this Undertaking in the event of any failure of the Issuer to comply with this Undertaking shall be an action to compel performance. Section 8. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist the Issuer in satisfying the obligations of the Issuer hereunder and may discharge any such Dissemination Agent,with or without appointing a successor Dissemination Agent. Section 9.Duties,Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Undertaking and the applicable,related agency agreement,and,to the extent permitted by applicable law, the Issuer shall indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless for, from and against any loss, expense and liabilities which the Dissemination Agent may incur arising out of or in the exercise or performance of the powers and duties of the Dissemination Agent pursuant to this Undertaking and the applicable,related agency agreement, including the costs and expenses(including attorneys'fees)of defending against any claim of liability,but excluding liabilities due to the negligence or willful misconduct of the Dissemination Agent. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Securities. C-4 1105802796\1\ Dated: [Closing Date] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO.2 By Chairman,Board of Directors C-5 1105802796\1\ APPENDIX D BOOK-ENTRY-ONLY SYSTEM This information concerning DTC and DTC's book-entry system has been obtained from DTC and the District takes no responsibility for the accuracy thereof.The Beneficial Owners(defined below)should confirm this information with DTC or the DTC participants. DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law,a"banking organization"within the meaning of the New York Banking Law,a member of the Federal Reserve System, a"clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency"registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S., equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC participants ("Direct Participants")deposit with DTC.DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities,through electronic computerized book-entry transfers and pledges between Direct Participants'accounts.This eliminates the need for physical movement of securities certificates.Direct Participants include both U.S. and non-U.S., securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations.DTC is a wholly-owned subsidiary of The Depository Trust&Clearing Corporation("DTCC").DTCC is the holding company for DTC,National Securities Clearing Corporation and Fixed Income Securities Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant,either directly or indirectly("Indirect Participants"and together with the Direct Participants,the"Participants").DTC has Standard&Poor's rating of."AA+." The DTC Rules applicable to its Direct Participants and Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchase of the Bonds under the DTC system must be made by or through Direct Participants, who will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond (`Beneficial Owner")is in turn to be recorded on the Direct Participant's and Indirect Participant's records.Beneficial Owners will not receive written confirmation from DTC of their purchase.Beneficial Owners are,however,expected to receive written confirmations providing details of the transaction,as well as periodic statements of their holdings, from the Direct Participant or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interest in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Bonds,except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers,all the Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC.The deposit of the Bonds with DTC and their registration in the name of Cede&Co.,or such other DTC nominee do not effect any change in beneficial ownership.DTC has no knowledge of the actual Beneficial Owners of the Bonds;DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited,which may or may not be the Beneficial Owners. The Direct Participants and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants,by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds,such as redemptions,tenders,defaults,and proposed amendments to the Bond documents. For example, Beneficial Owners of the Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative,Beneficial D-1 1105802796\1\ Owners may wish to provide their names and addresses to the Bond Registrar and Paying Agent and request that copies of notices be provided directly to them. Redemption notices of the Bonds shall be sent to DTC. If less than all of the Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede&Co. (nor any other DTC nominee)will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Bond Registrar and Paying Agent as soon as possible after the record date. The Omnibus Proxy assigns Cede&Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date(identified in a listing attached to the Omnibus Proxy). Payment of principal of and interest on the Bonds, and the redemption price of any Bonds will be made to Cede &Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of and information funds and corresponding detail information from the Bond Registrar and Paying Agent,on payable date in accordance with their respective holdings shown on DTC's records. Payments by Direct Participants and Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in"street name"and will be the responsibility of such Direct Participants and Indirect Participants and not of DTC(or its nominee)or the Bond Registrar and Paying Agent,subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal of and interest on the Bonds, and the redemption price of any Bonds will be made to Cede&Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District or the Bond Registrar and Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of Direct Participants and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Bond Registrar and Paying Agent. Under such circumstances, in the event that a successor depository is not obtained,physical Bonds are required to be printed and delivered. The District may decide to discontinue use of the system of book-entry transfers through DTC(or a successor securities depository).In that event,physical Bonds will be printed and delivered. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the District believes to be reliable,but the District takes no responsibility for the accuracy thereof. D-2 1105802796\1\ APPENDIX E SUMMARY OF ASLD DOCUMENTS Summary of Key Provisions Certificate of Purchase and Participation and Infrastructure Contract The following are summaries of certain key provisions of the Certificate of Purchase No. 53-120190 (the "Certificate of Purchase")and the Participation and Infrastructure Contract Regarding ASLD Sale No. 53-120190,as amended(the "Participation Contract"). These summaries do not purport to be complete or comprehensive and are qualified by the terms of such documents and the statutes referenced therein. Except as otherwise defined herein, all capitalized terms shall have the meanings ascribed thereto in the Certificate of Purchase or Participation Contract,as applicable. Copies of the Certificate of Purchase and Participation Contract are available upon request from: Hilltop Securities Inc.at:4455 E. Camelback Road,Suite E280,Phoenix,AZ 85018. (a) Certificate of Purchase On or around November 4,2020,D.R. Horton, Inc. ("D.R.Horton")successfully bid on certain land at the State Land Department of Arizona (the "ASLD") Auction No. 53-120190. The land, located within the planning boundaries of the City of Apache Junction,Pinal County,Arizona(the"City"),spans approximately 2,783 acres(the "Auction Land"). D.R. Horton made a down payment of$24,550,000 to ASLD, and in return, ASLD issued the Certificate of Purchase to D.R.Horton.The Certificate of Purchase entitles D.R.Horton to possess the Auction Land, maintain actions for injuries,or recover possession thereof.Pursuant to a Purchase Agreement and Partial Assignment and Delegation of Rights Under Participation Contract,dated March 14,2022(the`Brookfield Purchase Agreement"), by and between D.R.Horton and Brookfield Homes,D.R.Horton has assigned its rights under the ASLD Documents to Brookfield Homes with respect to approximately 1,400 acres of the Auction Land (the `Brookfield Designated Property")and Brookfield Homes has assumed D.R.Horton's obligations under the ASLD Documents relating to the Brookfield Designated Property.Brookfield Homes has assigned such rights and obligations relating to the Brookfield Designated Property to the Developer. Should D.R. Horton default under the Participation Contract, then the Developer,pursuant to the terms of the Brookfield Purchase Agreement and the Mortgage (defined herein), has the right to cure such event of default. 1. D.R.Horton Payment Obligations The original purchase price under the Certificate of Purchase for the Auction Land was$245,500,000.After paying the down payment, the principal balance of the Certificate of Purchase was $220,950,000. The principal balance accrues interest at a fixed rate of 7% per annum and is payable as and when parcels are released from the Certificate of Purchase,and a patent is issued therefor.To the extent outstanding,the remaining principal balance due under the Certificate of Purchase is due and payable on November 4,2045.The Certificate of Purchase also stipulates that D.R. Horton is responsible for maintaining and paying all taxes, assessments, and charges on the Auction Land and the water rights appurtenant to the Auction Land.Pursuant to the Brookfield Purchase Agreement,the Developer is responsible for maintaining and paying all taxes,assessments,and charges on the Brookfield Designated Property. 2. Remedies Arizona Revised Statute §37-247 details the remedies available to ASLD if D.R. Horton fails to make payment for Auction Land timely or otherwise defaults under the Certificate of Purchase. In the case of default,the statute requires ASLD to notify D.R.Horton of the default. If D.R.Horton fails to cure the default within 60 days of receiving notice,ASLD can elect to cancel the Certificate of Purchase, in which case the Auction Land that has not been patented would be returned to ASLD,and any money paid by D.R.Horton and the Developer to that point would be forfeited.D.R.Horton and the Developer would retain any Auction Land that was previously patented.Pursuant to the Brookfield Purchase Agreement and a Mortgage and Memorandum for Purchase Agreement dated March 14, 2022,by and among D.R.Horton,as mortgagor,and Brookfield Homes,as mortgagee(the"Mortgage"),Brookfield Homes(and the Developer as its assignee)has the right to cure defaults by D.R.Horton under the ASLD Documents. E-1 1105802796\1\ (b) Participation Contract Concurrently with the delivery of the Certificate of Purchase, ASLD and D.R. Horton entered into the Participation Contract,with respect to the Auction Land and 5,700 acres of adjacent land that is owned by ASLD(the "Retained Property"). The Participation Contract outlines the terms and conditions under which D.R. Horton is obligated to obtain entitlements for,develop,and sell the Auction Land and,where applicable,the Retained Property. 1. Entitlements D.R. Horton is solely responsible for the design, planning, permitting, and construction, and all expenses thereof, with respect to the development of the Auction Land and certain portions of the Retained Property. Specifically,and among other requirements,D.R.Horton was required to negotiate and execute a pre-annexation and development agreement with the City regarding the Auction Land and the Retained Property that will cover annexation, infrastructure construction, entitlement processing, development rights, project administration, and development fees. If D.R.Horton fails to obtain all entitlements necessary or appropriate for the development of the Auction Land on or before the dates set forth in the Participation Contract, subject to limited exception,ASLD may terminate the Certificate of Purchase and terminate the Participation Contract (subject to notice and a 90 day cure period). While D.R. Horton is obligated to pursue entitlements for the Retained Property, failure to negotiate development agreements and obtain residential zoning for the Retained Property is not, by itself, a breach of the Participation Contract, provided D.R. Horton used commercially reasonable efforts to satisfy its obligations. D.R. Horton and City entered into that certain Procedural Pre-Annexation Agreement,dated June 16, 2021, and recorded as Document No.2021-102467 in the Office of the Pinal County Recorder,and that certain Development Agreement for Superstition Vistas,dated October 28,2021,and recorded as Document No.2021-140530 in the Office of the Pinal County Recorder.All of D.R.Horton's entitlement obligations have been satisfied. Z Infrastructure The Participation Contract requires D.R. Horton, to use commercially reasonable efforts to complete construction and installation of certain backbone infrastructure to support the first phase of the Auctioned Land(the "Phase 1 Infrastructure") on or before [November 4, 2025], subject to extension for up to 90 days under certain circumstances and additional extensions for good cause at the discretion of the ASLD Commissioner. The Phase 1 Infrastructure includes the Public Infrastructure,as defined in the Official Statement,and other infrastructure;a potable water booster facility that is part of the other infrastructure; and certain wastewater regional facilities. D.R. Horton and the Developer have,as applicable,completed construction and installation of the Phase 1 Infrastructure.See"THE PUBLIC INFRASTRUCTURE." Under the Brookfield Purchase Agreement, Brookfield Homes is responsible for paying its share of the Phase 1 Infrastructure allocable to the Brookfield Designated Property. Pursuant to the Brookfield Purchase Agreement and the Mortgage, Brookfield Homes, as mortgagee, and the Developer as its assignee,have the right to cure defaults by D.R.Horton under the ASLD Documents. [Brookfield Homes is currently working on a proposed amendment to the Participation Contract that would permit the Developer to transact with its affiliated homebuilding operation in the same manner that it currently transacts business with other merchant builders (as it related to the participation payments to ASLD under the Participation Contract).] 3. Sales Hurdles The Participation Contract requires D.R.Horton to convey a minimum of 500 lots to one or more Merchant Homebuilders before November 4, 2028, and a total of 1,000 lots (including the original 500 lots)by November 4, 2031. If D.R. Horton fails to meet these sales requirements,ASLD can terminate the Participation Contract and the Certificate of Purchase(subject to notice and a 90-day cure period).However,ASLD may extend the time periods for D.R.Horton to meet its sales hurdles for good cause.Further,if the Phase 1 Infrastructure requirements are complete by the deadlines set forth in the Participation Contract,D.R.Horton is not required to meet the sales hurdles described above.D.R.Horton's conveyance of a lot with a residence constructed thereon to a residential home buyer constitutes a conveyance for purpose of the sales requirement. E-2 1105802796\1\ 4. Participation Payments In addition to the purchase price for the Auction Land,the Participation Contract requires D.R.Horton to pay ASLD 50%of the net project revenues(project revenues less project costs)earned from developing the Auction Land. The payments described in this section are due on March 31, 2022, and each March 31 thereafter. If the net project revenues are not adequate to pay all project costs, D.R. Horton must pay such project costs directly, subject to repayment from net project revenues at a later date.Pursuant to the Brookfield Purchase Agreement and the Mortgage, the Developer has certain rights to cure defaults under the Participation Agreement. S. Remedies If D.R.Horton defaults on its obligations under the Participation Contract(subject to notice and cure periods), including failing to pay any monetary obligation or meet any obligation outlined in the contract, ASLD may seek actual damages, specific performance, or injunctive relief. However, ASLD can only terminate the Participation Contract and the Certificate of Purchase if D.R.Horton defaults on its payment obligations,fails to complete required project entitlements, or does not meet the sales requirements summarized above. If the Participation Contract is terminated, any money paid by D.R. Horton up to that point will be forfeited. Pursuant to the Brookfield Purchase Agreement and the Mortgage,the Developer has certain rights to cure defaults under the Participation Agreement. E-3 1105802796\1\ JAPPENDIX F1 [SPECIMEN MUNICIPAL BOND INSURANCE POLICY] F-1 1105802796\1\